UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K

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(Mark One)
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended October 31, 2014
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from                 to

Commission File Number: 001-15405

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Agilent Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		77-0518772
State or other jurisdiction of Incorporation or organization		I.R.S. Employer Identification No.

Address of principal executive offices: 5301 Stevens Creek Blvd., Santa Clara, California 95051

Registrant's telephone number, including area code: (408) 345-8886

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock par value $0.01 per share		New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¬

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¬ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¬

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¬

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer ¬		Non-accelerated filer ¬		Smaller reporting company ¬
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¬ No x

The aggregate market value of the registrant's common equity held by non-affiliates as of April 30, 2014, was approximately $15.6 billion. Shares of stock held by officers, directors and 5 percent or more stockholders have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of December 1, 2014, there were 335,321,802 outstanding shares of common stock, par value $0.01 per share.

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DOCUMENTS INCORPORATED BY REFERENCE

Document Description		10-K Part
Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March 18, 2015, and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, 2014 are incorporated by reference into Part III of this Report		III

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TABLE OF CONTENTS

		Page
Forward-Looking Statements		3
PART I
Item 1	Business	3
Item 1A	Risk Factors	19
Item 1B	Unresolved Staff Comments	28
Item 2	Properties	28
Item 3	Legal Proceedings	29
Item 4	Mine Safety Disclosures	29
PART II
Item 5	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6	Selected Financial Data	31
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	54
Item 8	Financial Statements and Supplementary Data	55
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	110
Item 9A	Controls and Procedures	110
Item 9B	Other Information	110
PART III
Item 10	Directors, Executive Officers and Corporate Governance	110
Item 11	Executive Compensation	111
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	111
Item 13	Certain Relationships and Related Transactions, and Director Independence	112
Item 14	Principal Accounting Fees and Services	112
PART IV
Item 15	Exhibits, Financial Statement Schedules	112

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Forward-Looking Statements

This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality, and growth in, and drivers of, the markets we sell into, backlog, our strategic direction, our future effective tax rate and tax valuation allowance, earnings from our foreign subsidiaries, remediation activities, indemnification, new product and service introductions, the ability of our products to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, sources and supply of materials used in our products, the impact of local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, timing, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, uncertainties relating to Food and Drug Administration ("FDA") and other regulatory approvals, the integration of our acquisitions and other transactions, the separation of the electronic measurement business, transaction expenses related to the separation, post-separation expenses, exiting our Nuclear Magnetic Resonance ("NMR") business, our new organizational structure, our stock repurchase program, our declared dividends, our transition to lower-cost regions, and the existence of economic instability, that involve risks and uncertainties. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including those discussed in Item 1A and elsewhere in this Form 10-K.

PART I

Item 1.     Business

Overview

Agilent Technologies, Inc. (“we”, “Agilent” or the “company”), incorporated in Delaware in May 1999, is the world's premier measurement company providing core bio-analytical and electronic measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and electronics industries.

On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the Agilent name, and the other one that will be comprised of the electronic measurement business that will be renamed Keysight Technologies, Inc. (“Keysight”). Keysight was incorporated in Delaware as a wholly-owned subsidiary of Agilent on December 6, 2013. On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014. The historical results of operations and the financial position of Keysight are included in the consolidated financial statements of Agilent and will be reported as discontinued operations beginning in the first quarter of 2015.

In the fourth quarter of 2014, Agilent announced that it is exiting its NMR business. Agilent stopped taking new NMR system orders, but the company will continue to meet customer commitments for orders in progress and for ongoing support contracts and continue to provide service on all installed NMR systems. The company expects that this decision will eliminate about 300 jobs, mostly within the next 12 months. For the year ended October 31, 2014 charges of approximately $68 million were incurred with respect to the exit of this business.

On June 21, 2012, we acquired Dako through the purchase of 100% of the share capital of Dako, a limited liability company incorporated under the laws of Denmark, under the share purchase agreement, dated May 16, 2012. Dako provides antibodies, reagents, scientific instruments and software primarily to customers in pathology laboratories. As a result of the acquisition, Dako has become a wholly-owned subsidiary of Agilent. The consideration paid was approximately $2,143 million, of which $1,400 million was paid directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded the acquisition using existing cash.

Our life sciences and diagnostics business focuses on the pharmaceutical, academic and government, bio-agriculture, food safety, clinical markets, biotechnology and contract research organization industries. Our chemical analysis business focuses on the petrochemical, environmental, forensics and food safety industries. In addition we conduct centralized order fulfillment and supply chain operations for our life sciences and diagnostics and chemicals analysis businesses through the order fulfillment and supply chain organization (“OFS”). OFS provides resources for manufacturing, engineering and strategic sourcing to our respective businesses. Each of our businesses, together with OFS, is supported by our global infrastructure organization, which provides shared services in the areas of finance, information technology, legal, workplace services and human resources.

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Our electronic measurement business addresses the communications, electronics and other industries. The electronic measurement business conducts centralized order fulfillment and supply organizations and operations through the order fulfillment and infrastructure organization ("OFI"). OFI provide resources for manufacturing, engineering and strategic sourcing to the electronic measurement business. The electronic measurement business, together with OFI, is supported by our global infrastructure organization, which provides shared services in the areas of finance, information technology, legal, workplace services and human resources.

In November 2014, we announced a change in organizational structure designed to better serve our customers. Our life sciences business, excluding the nucleic acid solutions division, together with the chemical analysis business will merge to form a new segment called life sciences and applied markets business. Our diagnostics and genomics businesses will combine and will include the nucleic acid solutions division of our life sciences business to become the diagnostics and genomics segment. Finally, the crosslab segment will be formed from the services and consumables businesses. Financial reporting under this new structure will begin in the first quarter of 2015 with historical financial segment information recast to conform to this new presentation in our financial statements.

We sell our products primarily through direct sales, but we also utilize distributors, resellers, manufacturer's representatives, telesales and electronic commerce. Of our total net revenue of $7.0 billion for the fiscal year ended October 31, 2014, we generated 30 percent in the U.S. and 70 percent outside the U.S. As of October 31, 2014, we employed approximately 21,400 people worldwide. Our primary research and development and manufacturing sites are in California, Colorado and Delaware in the U.S. and in Australia, China, Denmark, Germany, India, Italy, Japan, Malaysia, Poland, Singapore and the United Kingdom.

The net revenue, income from operations and assets by business segment, as of and for the fiscal year ended October 31, 2014 and for each of the past three years are shown in Note 21, "Segment Information", to our consolidated financial statements, which we incorporate by reference herein.

Life Sciences and Diagnostics Business

Our life sciences and diagnostics business provides products that include reagents, instruments, software, consumables, and services that enable customers to identify, quantify and analyze the physical and biological properties of substances and products, as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular level. Key product categories include: liquid chromatography ("LC") systems, columns and components; liquid chromatography mass spectrometry ("LCMS") systems; laboratory software and informatics systems; laboratory automation and robotic systems; dissolution testing; nucleic acid solutions; Nuclear Magnetic Resonance ("NMR"), and X-Ray Diffraction (“XRD”) systems; services and support for the aforementioned products; immunohistochemistry (“IHC”); In Situ Hybridization (“ISH”);  Hematoxylin and Eosin (“H&E”) staining; special staining, DNA mutation detection; genotyping; gene copy number determination; identification of gene rearrangements; DNA methylation profiling; gene expression profiling; next generation sequencing (“NGS”) target enrichment; and automated gel electrophoresis-based sample analysis systems. We also collaborate with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also called companion diagnostics, with the potential of identifying patients most likely to benefit from a specific targeted therapy.

We employed approximately 5,800 people as of October 31, 2014 in our life sciences and diagnostics business. This business generated revenue of $2.4 billion in fiscal 2014, $2.3 billion in fiscal 2013 and $2.0 billion in fiscal 2012.

Life Sciences and Diagnostics Markets

Our life sciences and diagnostics business focuses primarily on the following three markets:

The Pharmaceutical, Biotechnology, CRO & CMO Market. This market consists of “for-profit” companies who participate across the pharmaceutical value chain in the areas of therapeutic research, discovery & development, clinical trials, manufacturing and quality assurance and quality control. One sub-segment of this market is core and emerging pharmaceutical companies (“pharma”). A second sub-segment includes biotechnology companies (“biotech”), contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”). Biotech companies and, to a somewhat lesser extent, CROs and CMOs typically participate in specific points in the pharmaceutical industry value chain. Additionally, due to the relatively low drug efficacy within oncology, pharma companies are partnering with diagnostic companies to bring validated tests to the market with their new drugs.

The Life Science Research Market. This market consists primarily of “not-for-profit” organizations and includes academic institutions, large government institutes and privately funded organizations. The life science research market plays an influential role in technology adoption and therapeutic developments for pharmaceutical and molecular diagnostics companies. After decades

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of investment in basic biomedical research by government funding bodies, the focus has widened to include translational research - multidisciplinary scientific efforts directed at accelerating therapy development.

The Diagnostics and Clinical Market . A significant part of our clinical diagnostic customers are in pathology labs throughout the world. Our high-quality, automated pathology tissue staining platforms and solutions are used most heavily by the large labs located in hospitals, medical centers, and reference labs. The market is skewed towards the mature economies, with most of the market in North America, Western Europe and Japan. The mix is changing, however, as emerging markets increase spending on human health.

The clinical market for genomics consists of high complexity clinical labs performing patient testing, including “for-profit” reference laboratories, hospital labs, and molecular diagnostic companies. While these labs primarily purchase in vitro diagnostics (“IVD”) labeled testing kits, they often develop and validate their own molecular based tests. Analyte Specific Reagents (“ASRs”) are often used by these labs.

Life Sciences and Diagnostics Measurement Products and Applications

Our products fall into twelve main areas of work: liquid chromatography, mass spectrometry, software and informatics, lab automation and robotics, automated electrophoresis, NMR systems, life sciences consumables and services, pathology products, specific proteins and flow reagents, target enrichment, cytogenetic research solutions and microarrays, and PCR & qPCR instrumentation and molecular biology reagents. Our key product and applications include the following technologies:

Liquid Chromatography

A liquid chromatograph or a high performance liquid chromatograph (“HPLC”) is used to separate molecules of a liquid mixture to determine the quantity and identity of the molecules present. The Agilent LC portfolio is modular in construction and can be configured as analytical and preparative systems. These systems can be stepwise upgraded to highly sophisticated, automated workflow solutions such as method development, multi‑method/walk-up, high-capacity/high-throughput or multi‑dimensional LC and can be extended to application‑based analyzers e.g. for bio-molecular separations, chiral analysis or size exclusion chromatography. As a leader in liquid chromatography, we continue to expand our application space with new HPLC columns, new services and diagnostics offerings and ongoing instrument and software product enhancements.

Mass Spectrometry

A mass spectrometer (“MS”) identifies and quantifies chemicals based on a chemical's molecular mass and characteristic patterns of fragment ion masses that result when a molecule is broken apart. Liquid chromatography is commonly used to separate compounds and introduce them to the MS system. The combined use of LC and MS is frequently used both to identify and quantify chemical compounds. Mass spectrometry is an important tool in analyzing small molecules and can also be used to characterize and quantify proteins and other biological entities. Agilent's LCMS portfolio includes instruments built around four main analyzer types - single quadrupole, triple quadrupole, time-of-flight (“TOF”) and quadrupole time-of-flight (“QTOF”). We significantly expanded our mass spectrometry portfolio in recent years with a focus on improving performance, sensitivity, and ease of use.

Software and Informatics

We provide software for instrument control, data acquisition, data analysis, laboratory content and business process management, and informatics. Our software facilitates the regulatory‑compliant use of instruments in pharmaceutical quality assurance/quality control environments. With OpenLab Laboratory Software Suite, Agilent has a scalable, open software platform that enables customers to capture, analyze, and share scientific data throughout the lab and across the enterprise.

Lab Automation and Robotics

We offer a comprehensive suite of workflow solutions to our life science customers with the addition of automated liquid handling and robotics that range from standalone instrumentation to bench-top automation solutions to large, multi‑armed robotic systems. These solutions strengthen our offering of automated sample‑preparation solutions across a broad range of applications. In fiscal 2012 we acquired AssayMAP technology, which in combination with Agilent's Bravo liquid handling platform enables highly parallel automated microchromatography for protein purification and characterization.

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Automated Electrophoresis and Microfluidics

Automated electrophoresis is a separation technique for bio molecules such as proteins, peptides and nucleic acids (RNA and DNA) and is used to determine the identity of a molecule by either size or charge. It is widely used as a QC tool to check sample integrity prior to subsequent analysis. Prominent examples are nucleic acid preparation products in front of polymerase chain reaction, NGS and microarrays.

NMR and XRD

NMR, spectrometers and XRD systems are used in a variety of industries including academic and not-for-profit research, life sciences (pharma and biotech), and industrial companies. All of these technologies are utilized for basic and applied research, and NMR is also used in process development and manufacturing QA/QC. In the fourth quarter of 2013, we announced the termination of our involvement in MRI systems. In the fourth quarter of 2014, we announced the termination of our nuclear magnetic resonance ("NMR") product line and our decision to cease the manufacture and sale of these items.

Consumables and Services

We also offer a broad range of consumable products, which support our LC and MS technology platforms. These consumable products include sample preparation products; self-manufactured LC columns, instrument replacement parts, and consumable supplies to meet our customers' analysis needs. All of our products are designed to Agilent's specifications to improve and maximize the performance of our instruments.

We offer a wide range of startup, operational, educational and compliance support services for our measurement and data handling systems. Our support services include maintenance, troubleshooting, repair and training for all of our chemical and bioinstrumentation analysis hardware and software products. Special service bundles have also been designed to meet the specific application needs of various industries.

Pathology

This area consists of routine clinical solutions for tissue based cancer diagnostics with solutions that comprise antibodies, reagents, instruments and software targeting both primary and advanced cancer diagnostics. Our CoverStainer and Artisan based product families target primary cancer diagnostics through Hematoxylin and Eosin staining as well as Special Stains for additional insights and detection of potentially carcinogenic tissue. In the fourth quarter of 2013, we launched our new combined IHC/ISH platform, Dako Omnis. The Dako Omnis and Autostainer based IHC solution and Instant Quality Fluorescence In Situ Hybridization ("IQFISH") technologies provide advanced tumor typing through investigation of protein and gene expression. These products also include companion diagnostic tests that are used to help identify patients most likely to benefit from a specific targeted therapy.

Specific Proteins and Flow Reagents

Our reagent OEM business is a provider of clinical diagnostic products within the areas of specific proteins for turbidimetry and reagents for flow cytometry. These are sold OEM as customized reagent solutions supplied to top IVD companies or through retail partners.

Target Enrichment

Agilent continues to be a strong player in the next generation sequencing market. We provide a target enrichment portfolio composed of two main platforms, SureSelect and HaloPlex, both enabling customers to select specific target regions of the genome for sequencing. Customers can customize our products for their regions of interest using the SureDesign software, or they can choose from a wide range of catalog products, including gene panels for specific applications and Exome designs, which allow analysis of the entire coding sequences of the genome. After preparing samples with SureSelect and HaloPlex, products can be sequenced in the main next generation sequencing platforms available in the market. The technologies provide an easy sample prep workflow that can be automated with Agilent Bravo platform for scalability. HaloPlex provides less-than-24-hours fast workflow, which makes it suitable for labs that require fast turnaround time from sample to results. These products are used for mutation detection and genotyping. Results can be easily analyzed using Agilent software solutions GeneSpring or SureCall.

Cytogenetic Research Solutions and Microarrays

Agilent is a leading provider of microarrays for Comparative Genomic Hybridization (“CGH”), mostly used by customers in cytogenetic laboratories. The arrays allow customers to detect genome-wide copy number alterations, with high levels of resolution (from entire chromosomal copy number changes to specific microdeletions or duplications). The arrays are offered in

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many formats allowing the customers to choose from different levels of resolution and number of samples per arrays. Arrays can also be customized using the SureDesign software. In addition to the microarrays, Agilent's solution includes reagents for sample processing, hardware for reading the microarrays, and software to help users view the data in a meaningful way. In addition to the CGH portfolio, the cytogenetics solution comprises a line of oligonucleotide probes for Fluorescent In Situ Hybridization ('FISH') called SureFISH. Over 400 probes are available in our catalog, covering most relevant regions in the genome. Cytogenetic labs can use SureFISH probes to detect specific translocations or copy number changes in samples. Additionally, Agilent provides a wide range of microarrays to the research market for different types of applications: gene expression, microRNA, methylation, splice variants, and chromatin immunoprecipitation applications. Arrays are offered as catalog designs or customizable designs, with no minimum order size and short delivery time, which differentiates us from other vendors and enables researchers the maximum flexibility in their studies. Our end-to-end solution includes reagents for sample preparation and microarray processing; hardware for sample QC and high-throughput microarray scanning; microarrays on industry-standard 1” × 3” glass slides for key applications; custom microarray design services; and GeneSpring software products for data analysis.

PCR & qPCR Instrumentation and Molecular Biology Reagents

Polymerase Chain Reaction (“PCR”) is a standard laboratory method used to amplify the amount of genetic material of a given sample to enable further interrogation.  Quantitative PCR (“qPCR”) or real time PCR is also a standard method used in genomic research facilities to measure the amount of a specific nucleic acid sequence within a sample.  There are several applications for qPCR, among the most common are identifying the expression level of a specific gene, or calculating the amount of a specific pathogen present in a sample. Agilent offers a complete portfolio of PCR & qPCR instruments, as well as specialty enzymes for amplifying difficult sample types. In addition to PCR and qPCR enzymes, Agilent offers a wide range of molecular biology reagents including tools for cloning and mutagenesis applications.

Life Sciences and Diagnostics Customers

We had approximately 45,000 customers for our life sciences and diagnostics business in 2014. No single customer represented a material amount of the net revenue of the life sciences and diagnostics business. A significant number of our life sciences and diagnostics customers are also customers of our chemical analysis business.

The life sciences and diagnostics business is susceptible to seasonality in its orders and revenues primarily based on U.S. and foreign government budgets and large pharmaceutical company budgets. In general, the result is that our third and fourth fiscal quarters tend to deliver the strongest profits for this group. The diagnostics business is generally a fairly stable business impacted primarily by local holidays. However, general economic trends, new product introductions and competition might overshadow this trend in any given year.

Life Sciences and Diagnostics Sales, Marketing and Support

The life science and diagnostics channels focus on the therapeutics and human disease research customer base (pharma, biotech, CRO, CMO and generics), clinical customer base (pathology labs and high complexity clinical testing labs) and on emerging life sciences opportunities in life science research institutes. We deploy a multi-channel approach, marketing products to our customers through direct sales, electronic commerce, resellers, manufacturers' representatives and distributors. We primarily use direct sales to market our solutions to our pharmaceutical, biopharmaceutical and clinical accounts. Sales agents supplement direct sales by providing broader geographic coverage and coverage of smaller accounts. Our active reseller program augments our ability to provide more complete solutions to our customers. We sell our consumable products through distributors, telesales, electronic commerce and direct sales. We utilize telesales for more mature product lines, as well as for reorders of reagent products.

We deliver our support services to customers in a variety of ways, including on-site assistance with repair or exchange of returned products, telephone support and self-diagnostic services provided over the Internet. We also offer special industry-focused service bundles that are designed to meet the specific needs of hydrocarbon processing, environmental, pharmaceutical and biopharmaceutical customers to keep instruments fully operational and compliant with the respective industry requirements. Our products typically come with standard warranties, and extended warranties are available for additional cost. Our complete pathology solutions are often sold with both application and technical service support.

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Life Sciences and Diagnostics Manufacturing

Our manufacturing supports our diverse product range and customer‑centric focus. We assemble highly configurable products to individual customer orders and make standard products to stock. We employ advanced manufacturing techniques and supply chain management systems to reduce costs and manufacturing cycle times. Our manufacturing process then converts these designs into custom products for shipment to customers. We selectively use third parties to provide some supply chain processes for manufacturing, warehousing and logistics. We have manufacturing facilities in California, Colorado and North Carolina in the U.S. Outside of the U.S., we have manufacturing facilities in Germany, Malaysia, Poland, Singapore and the U.K. Our FDA registered sites include Texas, Denmark and California. We utilize just-in-time manufacturing.

Life Sciences and Diagnostics Competition

The markets for analytical instruments, diagnostics and genomics products in which we compete are characterized by evolving industry standards and intense competition. Our principal competitors in the life sciences and diagnostics arena include: Bruker Corp., Danaher Corporation, Thermo Fisher Scientific Inc., Waters Corp, Affymetrix Inc., Illumina, Inc., Life Technologies Corp, Abbott Laboratories, Sakura and Roche. Agilent competes on the basis of product performance, reliability, support quality, applications expertise, global channel coverage and price.

Life Sciences and Diagnostics Government Regulation

Some of the products the life sciences and diagnostics group sells are subject to regulatory approval by the FDA and other regulatory bodies throughout the world.  These regulations govern a wide variety of product related activities, from quality management, design and development to labeling, manufacturing, promotion, sales and distribution.  We continually invest in our manufacturing infrastructure to gain and maintain certifications necessary for the level of clearance. During 2014, we have made investments to address the requirements of the FDA warning letter received related to our life sciences and diagnostics business.

Chemical Analysis Business

Our chemical analysis business provides application-focused solutions that include instruments, software, consumables, and services that enable customers to identify, quantify and analyze the physical and biological properties of substances and products. Key product categories in chemical analysis include: gas chromatography ("GC") systems, columns and components; gas chromatography mass spectrometry ("GC-MS") systems; inductively coupled plasma mass spectrometry ("ICP-MS") instruments; atomic absorption ("AA") instruments; microwave plasma-atomic emission spectrometry (“MP-AES”) instruments; inductively coupled plasma optical emission spectrometry ("ICP-OES") instruments; software and data systems; vacuum pumps and measurement technologies; services and support for our products.

We employed approximately 4,100 people as of October 31, 2014 in our chemical analysis business. This business generated revenue of $1.7 billion in fiscal 2014, $1.6 billion in fiscal 2013, and $1.6 billion in fiscal 2012.

Chemical Analysis Markets

Within chemical analysis, we focus primarily on the following applied markets:

The Chemical & Energy Market.     The natural gas and petroleum refining markets use our products to measure and control the quality of their finished products and to verify the environmental safety of their operations. Petroleum refiners use our measurement solutions to analyze crude oil composition, perform raw material analysis, verify and improve refining processes and ensure the overall quality of gasoline, fuels, lubricants and other products. Our solutions are also used in the development, manufacturing and quality control of fine chemicals.

The Environmental & Forensics Market.     Our instruments, software and workflow solutions are used by the environmental market for applications such as laboratory and field analysis of chemical pollutants in air, water, soil and solid waste. Environmental industry customers include all levels of government, the industrial and manufacturing sectors, engineering and consulting companies, commercial testing laboratories and colleges and universities. Drug testing and forensics laboratories use our instruments, software and workflow solutions for applications such as analyzing evidence associated with crime, screening athletes for performance enhancing drugs, analyzing samples for recreational drugs, or detecting and identifying biological and chemical warfare agents. This instrumentation is used in either static or mobile laboratories. Customers include local, state, federal, and international law enforcement agencies and health laboratories.

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The Food Market.     Our instruments, software, and workflow solutions are used throughout the food production chain, including incoming inspection, new product development, quality control and assurance, and packaging. For example, our mass spectrometer portfolio is used to analyze contaminants and residual pesticides in food. There is also a significant food safety market involved in analyzing food for pathogen contamination, accurate verification of species type and evidence of genetically modified content.

Chemical Analysis Products

A key factor in all of our chemical analysis markets is the need for new products that increase customer productivity and provide high quality data that enable decision-making by our customers. Our key product and applications include the following technologies:

Gas Chromatography

Agilent is the world's leading provider of gas chromatographs, both laboratory and portable models. A gas chromatograph ("GC") is used to separate any gas, liquid or solid that can be vaporized and then detect the molecules present to determine their identity and quantity. Agilent provides custom or standard analyzers configured for specific chemical analysis applications, such as detailed speciation of a complex hydrocarbon stream, calculation of gas calorific values in the field, or analysis of a new bio-fuel formulation. We also offer related software, accessories and consumable products for these and other similar instruments.

Mass Spectrometry

Mass spectrometry ("MS") is a technique for analyzing the individual chemical components of substances by ionizing them and determining their mass-to-charge ratios. Our MS products incorporate various technologies for measuring mass, including single-quadrupole, triple-quadrupole, quadrupole time-of-flight and ion trap mass spectrometers. We combine our mass spectrometers with other instruments to create high-performance instruments such as gas chromatograph mass spectrometers ("GC/MS"), and inductively coupled plasma mass spectrometers ("ICP-MS"). We also offer related software, accessories and consumable products for these and other similar instruments.

Spectroscopy

Spectroscopy is a technique for analyzing the individual chemical components of substances based on the absorption or emission of electromagnetic radiation of specific wavelengths of light. Our spectroscopy instruments include atomic absorption ("AA") spectrometers, microwave plasma-atomic emission spectrometers (“MP-AES”), inductively coupled plasma-optical emissions spectrometers ("ICP-OES"), inductively coupled plasma-mass spectrometers ("ICP-MS"), fluorescence spectrophotometers, ultraviolet- visible ("UV-Vis") spectrophotometers, Fourier Transform infrared ("FT-IR") spectrophotometers, near-infrared ("NIR") spectrophotometers, Raman spectrometers and sample automation products. We also offer related software, accessories and consumable products for these and other similar instruments.

Vacuum Technology

Our vacuum technologies products are used to create, control, measure and test vacuum environments in life science, industrial and scientific applications where ultra-clean, high-vacuum environments are needed. Vacuum technologies' customers are typically OEMs that manufacture equipment for these applications. Products include a wide range of high and ultra-high vacuum pumps (diffusion, turbomolecular and ion getter), intermediate vacuum pumps (rotary vane, sorption and dry scroll), vacuum instrumentation (vacuum control instruments, sensor gauges and meters) and vacuum components (valves, flanges and other mechanical hardware). These products also include helium mass spectrometry and helium-sensing leak detection instruments used to identify and measure leaks in hermetic or vacuum environments. In addition to product sales, we also offer a wide range of services including an exchange and rebuild program, assistance with the design and integration of vacuum systems, applications support and training in basic and advanced vacuum technologies.

Consumables and Services

We offer a broad range of consumable products, which support our technology platforms, including sample preparation consumables such as solid phase extraction ("SPE") and filtration products, self-manufactured GC and LC columns, chemical standards, and instrument replacement parts. Consumable products also include scientific instrument parts and supplies such as filters and fittings for GC systems; xenon lamps and cuvettes for UV-Vis-NIR, fluorescence, FT-IR and Raman spectroscopy instruments; and graphite furnace tubes, hollow cathode lamps and specialized sample introduction glassware for our AA, ICP-OES and ICP-MS products.

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We offer a wide range of startup, operational, educational and compliance support services for our measurement and data handling systems. Our support services include maintenance, troubleshooting, repair and training for all of our chemical and bioinstrumentation analysis hardware and software products. Special service bundles have also been designed to meet the specific application needs of various industries.

Chemical Analysis Customers

We had approximately 37,000 customers for our chemical analysis business in 2014. No single customer represented a material amount of the net revenue of the chemical analysis business. A significant number of our chemical analysis customers are also customers of our life sciences and diagnostics business.

The chemical analysis business is susceptible to seasonality in its orders and revenues primarily based on U.S. government and large company budgets. The result is that our fourth fiscal quarter tends to deliver the strongest profits for this business. However, general economic trends, new product introductions and competition might overshadow this trend in any given year.

Chemical Analysis Sales, Marketing and Support

Our sales and support delivery channels are aligned by key markets. We market products to our customers through direct sales, electronic commerce, resellers, manufacturers' representatives and distributors. Additionally, we are optimizing our worldwide distribution capabilities to address high-growth opportunities such as the environmental and food safety markets in the Asia-Pacific region.

We use direct sales to market our solutions to our large- and medium-sized chemical customers and environmental accounts. Sales agents supplement direct sales by providing broader geographic coverage and coverage of smaller accounts. Our active reseller program augments our ability to provide more complete solutions to our customers. We sell our consumable products through distributors, telesales, electronic commerce and direct sales.

We deliver our support services to customers in a variety of ways, including on-site assistance with repair or exchange of returned products, telephone support and self-diagnostic services provided over the Internet. We also offer special industry-focused service bundles that are designed to meet the specific needs including those for hydrocarbon processing and environmental customers to keep instruments fully operational and compliant with the respective industry requirements. Our products typically come with standard warranties, and extended warranties are available for additional cost.

Chemical Analysis Manufacturing

Our manufacturing supports our diverse product range and customer-centric focus. We assemble highly configurable products to individual customer orders and make standard products to stock. We employ advanced manufacturing techniques and supply chain management systems to reduce costs and manufacturing cycle times. We selectively use third parties to provide some supply chain processes for manufacturing, warehousing and logistics. We have manufacturing facilities in California, Delaware, and Connecticut in the U.S. Outside of the U.S., we have manufacturing facilities in Australia, Canada, China, Italy, Malaysia, Netherlands, Japan, and the United Kingdom. We utilize just-in-time manufacturing and so typically do not maintain a high level of inventory.

Chemical Analysis Competition

The markets for analytical instruments in which we compete are characterized by evolving industry standards and intense competition. Our principal competitors in the chemical analysis arena include: Bruker Corporation, PerkinElmer Inc., Shimadzu Corporation and Thermo Fisher Scientific Inc. Agilent competes on the basis of product performance, reliability, support quality, applications expertise, global channel coverage and price.

Electronic Measurement Business

Our electronic measurement business provides electronic measurement instruments and systems, software design tools and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment, and microscopy products. Related services include start-up assistance, instrument productivity and application services and instrument calibration and repair. We also offer customization, consulting and optimization services throughout the customer's product lifecycle.

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Our electronic measurement business employed approximately 8,300 people as of October 31, 2014. Our electronic measurement business generated $2.9 billion in revenue in fiscal 2014, $2.9 billion in revenue in fiscal 2013 and $3.3 billion in revenue in fiscal 2012.

Beginning November 1, 2014, as a result of the separation of Keysight, Agilent no longer sells products and services from the electronic measurement business.

Electronic Measurement Markets

Our electronic measurement products serve the following markets:

The Communications Test Market

We market our electronic measurement products and services to network equipment manufacturers ("NEMs"), wireless device manufacturers, and communications service providers, including the component manufacturers within the supply chain for these customers. Growth in mobile data traffic and increasing complexity in semiconductors and components are drivers of test demand across the communications market.

NEMs manufacture and sell products to facilitate the transmission of voice, data and video traffic. The NEMs' customers are communications service providers that deploy and operate the networks and services as well as distribute end-user subscriber devices, including wireless personal communication devices and set-top boxes. To meet their customers' demands, NEMs require test and measurement instruments, systems and solutions for the development, production and installation of each network technology.

Wireless device manufacturers require test and measurement products for the design, development, manufacture and repair of mobile devices. These mobile devices are used for voice, data and video delivery to individuals who connect wirelessly to the service provider's network. The device manufacturers' primary customers are large and small service providers and consumers

who purchase devices directly from retailers. Wireless device manufacturers require test and measurement products that enable technology development in conformance with the latest communications standards.

Communications service providers require reliable network equipment that enables new service offerings and allows their networks to operate at ever-increasing capacities. To achieve this, communications service providers require a range of sophisticated test instruments and systems to monitor and evaluate network performance and to identify any sources of communications failure throughout the wireless and fiber optic networks.

Component manufacturers design, develop and manufacture electronic components and modules used in network equipment and wireless devices. The component manufacturers require test and measurement products to verify that the performance of their components and modules meet the specifications of their NEM and device customers.

The communications test market accounted for approximately 34 percent of revenue from our electronic measurement business in 2014.

The General Purpose Test Market

We market our general purpose test products and services to the electronics industry and other industries with significant electronic content such as the aerospace and defense, computer and semiconductor industries. These electronics and electronics-dependent industries design, develop and manufacture a wide range of products, including those produced in high volumes, such as computers, computer peripherals, electronic components, consumer electronics, enterprise servers, storage networks and automotive electronics. The components, printed circuit assemblies and functional devices for these products may be designed, developed and manufactured by electronic components companies, by original equipment manufacturers or by contract manufacturers. Other industrial applications for products include power, energy, medical, research and education.

For the development and timely commercialization of new technologies, manufacturers require state-of-the-art test instruments, systems and design software in order to design products for efficient and cost-effective manufacturing and to validate product performance in a variety of configurations and environments.

Customers use our general purpose test solutions in developing and manufacturing a wide variety of electronic components and systems. These customers' test requirements include testing the electrical parameters of digital, radio frequency, and microwave frequency components and assemblies; testing multiple parameters of the printed circuit boards used in almost every electronic

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device; testing of the final product; and testing of systems containing multiple electronic instruments. For semiconductor and board test applications, customers use our solutions in the design, development, manufacture, installation, deployment, and operation of semiconductor and printed circuit assembly fabrication.

The general purpose test market accounted for approximately 66 percent of revenue from our electronic measurement business in 2014.

Electronic Measurement Applications

We divide our electronic measurement products into communications test products and general purpose test products.

Communications Test

We sell products and services applicable to a wide range of communications networks and systems including wireless communications and microwave networks, voice, broadband, data, and fiber optic networks. Test products include electronic design automation ("EDA") software, vector and signal analyzers, signal generators, vector network analyzers, one box testers, oscilloscopes, logic and protocol analyzers, and bit-error ratio testers.

Our wireless communications and microwave network products include radio frequency and microwave test instruments and EDA software tools. These products are required for the design and production of wireless network products, communications links, cellular handsets and base stations. We provide handheld instruments for the installation and maintenance of wireless networks. Our high-frequency EDA software tools and instruments are used by radio frequency integrated circuit design engineers to model, simulate and analyze communications product designs at the circuit and system levels. Our customers are also applying this technology more frequently to model signal integrity problems in digital design applications as digital speeds continue to increase.

Our suite of fiber optic test products measure and analyze a wide variety of critical optical and electrical parameters in fiber optic networks and their components. Components which can be tested with Agilent solutions include source lasers, optical amplifiers, filters and other passive components. Test products include optical modulation analyzers, optical component analyzers, optical power meters, and optical laser source products.

General Purpose Test

We sell the following types of products into the general purpose test market: general purpose instruments, modular instruments and test software, digital test products, semiconductor and board test solutions, electronics manufacturing test equipment, atomic force microscopes and network surveillance solutions.

General purpose instruments are used principally by engineers in research and development laboratories, manufacturing, and calibration and service, for measuring voltage, current, frequency, signal pulse width, modulation and other complex electronics measurements. Our general purpose products include spectrum analyzers, network analyzers, signal generators, logic analyzers, digitizing oscilloscopes, voltmeters, multimeters, frequency counters, bench and system power supplies, function generators and waveform synthesizers.

Modular instruments and test software are used by engineers and scientists in the design and manufacture of electronic devices and for data collection in many diverse experiments and systems. The building blocks of these systems can be configured for a wide variety of test applications and offer the flexibility to be changed by recombining modular hardware and software components as needed. Examples include test systems for wireless semiconductors; aviation communication, navigation and radar systems; and high energy physics research.

Our digital test products are used by research and development engineers across a broad range of industries to validate the function and performance of their digital product and system designs. These designs include a wide range of products from simple digital control circuits to complex high speed systems such as computer servers and the latest generation gaming consoles. . The

test products offered include oscilloscopes, logic and serial protocol analyzers, sources, arbitrary waveform generators, and bit error rate testers. Our customers also use our EDA software tools to model signal integrity problems in digital design applications as digital speeds continue to increase.

Our semiconductor and board test solutions enable customers to develop and test state of the art semiconductors, test and inspect printed circuit boards, perform functional testing, and measure position and distance information to the sub-nanometer level. We supply parametric test instruments and systems used primarily to examine semiconductor wafers during the manufacturing process. Our in-circuit test system helps identify quality defects, such as faulty or incorrect parts, that affect electrical performance.

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Our laser interferometer measurement systems are based on precision optical technology and provide precise position or distance information for dimensional measurements.

Our surveillance systems and subsystems are used by defense and government engineers and technicians to detect, locate and analyze signals of interest. The products offered include probes for detecting signals and software that enables the identification

and analysis of these signals.

Electronic Measurement Customers

Agilent's electronic measurement customers include original equipment and contract manufacturers of electronic products, wireless device manufacturers and network equipment manufacturers who design, develop, manufacture and install network equipment, service providers who implement, maintain and manage communication networks and services, and companies who design, develop, and manufacture semiconductors and semiconductor lithography systems. Our customers use our products to conduct research and development, manufacture, install and maintain radio frequency, microwave frequency, digital, semiconductor, and optical products and systems and conduct nanotechnology research. Many of our customers purchase solutions across several of our major product lines for their different business units.

We had approximately 14,000 customers for electronic measurement products in fiscal 2014 and no single customer represented a material amount of the net revenue of the electronic measurement business.

In general, the orders and revenues from many of the electronic measurement markets and product categories are seasonal, traditionally marked by lower business levels in the first quarter of the fiscal year and higher volumes in the fourth quarter of the fiscal year. This seasonality is particularly evident in products that we sell into the aerospace and defense industry, as well as those linked to consumer spending, which includes some of our communications test equipment. The seasonal impact of our business is tempered by broader economic trends and the diversity of our electronic measurement products and customers, which span multiple industries.

Electronic Measurement Sales, Marketing and Support

We have a focused sales strategy, using a direct sales force, resellers, manufacturer's representatives and distributors to meet our customers' needs. Our direct sales force is focused on identifying customer needs and recommending solutions involving the effective use and deployment of our equipment, services, systems and capabilities. Some members of our direct sales force focus on global accounts, providing uniform services on a worldwide basis. Others focus on our more complex products such as our high-performance instruments, where customers require strategic consultation. Our sales force also engages with the contract manufacturer market by collaborating with original equipment manufacturers to specify our test equipment for contract manufacturer test applications, as well as marketing to contract manufacturers directly.

Our direct sales force consists of field engineers and systems engineers who have in-depth knowledge of the customers' business and technology needs. Our systems engineers provide a combination of consulting, systems integration and application and software engineering services and are instrumental in all stages of the sale, implementation and support of our complex systems and solutions.

To complement our direct sales force we have agreements with many channel partners around the world. These partners, including resellers, manufacturer's representatives, and distributors, serve Agilent's customers across a number of product lines and provide the same level of service and support expected from our direct channel. Lower dollar transactions can also be served by our tele-sales and electronic commerce channels.

Our products typically come with three year standard warranties, and extended warranties are available at additional cost.

Electronic Measurement Manufacturing

We concentrate our electronic measurement manufacturing efforts primarily on final assembly and test of our products. To maximize our productivity and our ability to respond to market conditions, we use contract manufacturers for the production of printed circuit boards, sheet metal fabrication, metal die-casting, plastic molding and standard electronic components. We also manufacture proprietary devices and assemblies in our own fabrication facilities for competitive advantage. We have manufacturing facilities in California and Colorado in the U.S. Outside of the U.S. we have manufacturing facilities in China, Germany, Japan and Malaysia.

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We generally only manufacture products when we have received firm orders for delivery and do not generally hold large stocks of finished inventory.

Electronic Measurement Competition

The market for electronic measurement equipment is highly competitive. Our electronic measurement business competes with a number of significant competitors in all our major product categories and across our targeted industries. In the communications test market our primary competitors are Aeroflex Incorporated, Anritsu Corporation, Ansoft Corporation (a subsidiary of Ansys Corporation), National Instruments Corporation, Rohde & Schwarz GmbH & Co. KG, Tektronix, Inc. (a subsidiary of Danaher Corporation) and Teradyne, Inc. In the general purpose test market, we compete against companies such as Aeroflex Incorporated (recently acquired by Cobham plc), Bruker Corporation, Fluke Corporation (a subsidiary of Danaher Corporation), Teledyne Technologies Incorporated, National Instruments Corporation, Rohde & Schwarz GmbH & Co. KG, Tektronix, Inc. (a subsidiary of Danaher Corporation), Teradyne, Inc., Test Research Inc., and Ametek, Inc.

Our electronic measurement business offers a wide range of products, and these products compete primarily on the basis of product quality and functionality, as well as performance and reliability.

Agilent Technologies Research Laboratories

Agilent Technologies Research Laboratories ("Research Labs") is our research organization based in Santa Clara, California, with offices in Europe and Asia. The Research Labs create competitive advantage through high-impact technology, driving market leadership and growth in Agilent's core businesses and expanding Agilent's measurement footprint into adjacent markets. At the cross-roads of the organization, the Research Labs are able to identify and enable synergies across Agilent's businesses to create competitive differentiation and compelling customer value.

The technical staff have advanced degrees that cover a wide range of scientific and engineering fields, including biology, chemistry, computer science, distributed measurement, electrical engineering, image processing, materials science, mathematics, nano/microfabrication, microfluidics, software, informatics, optics, physics, physiology and signal processing.

Global Infrastructure Organization

We provide support to our businesses through our global infrastructure organization. This support includes services in the areas of finance, legal, workplace services, human resources and information technology. Generally these organizations are centrally operated from Santa Clara, California, with services provided worldwide. As of the end of October 2014, our global infrastructure organization employed approximately 3,200 people worldwide.

Agilent Order Fulfillment Organizations

Beginning in fiscal year 2014, we created the order fulfillment and supply chain organization (“OFS”) to centralize all order fulfillment and supply chain operations in our life sciences and diagnostics and chemicals analysis businesses.  Similarly we created the order fulfillment and infrastructure (“OFI”) organization to centralize all order fulfillment and supply organizations and operations within our electronic measurement business. Both OFS and OFI provide resources for manufacturing, engineering and strategic sourcing to our respective businesses. In general, OFS and OFI employees are dedicated to specific businesses and the associated costs are directly allocated to those businesses.

         The following discussions of Research and Development, Backlog, Intellectual Property, Materials, Environmental, International Operations and Acquisition and Disposal of Material Assets include information common to each of our businesses.

Research and Development

Research and development ("R&D") expenditures were $719 million in 2014, $704 million in 2013 and $668 million in 2012, the vast majority of which was company-sponsored. We anticipate that we will continue to have significant R&D expenditures in order to maintain our competitive position with a continuing flow of innovative, high-quality products and services.

Backlog

Backlog represents the amount of revenue expected from orders that have already been booked, including orders for goods and services that have not been delivered to customers, orders invoiced but not yet recognized as revenue, and orders for goods

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that were shipped but not invoiced, awaiting acceptance by customers.

On October 31, 2014 , our unfilled backlog for the chemical analysis business was approximately $430 million, as compared to approximately $380 million at October 31, 2013 . Within our life sciences and diagnostics business, our unfilled backlog was approximately $530 million on October 31, 2014 as compared to approximately $520 million at October 31, 2013 .

On October 31, 2014 , our unfilled backlog for the electronic measurement business was approximately $780 million, as compared to approximately $760 million at October 31, 2013 . It is expected that the unfilled backlog will be fulfilled by Keysight which separated from Agilent on November 1, 2014.

We expect that a majority of the unfilled backlog for all businesses will be delivered to customers within six months. On average, our unfilled backlog represents approximately three months' worth of revenues. We believe backlog on any particular date, while indicative of short-term revenue performance, is not necessarily a reliable indicator of medium or long-term revenue performance.

Intellectual Property

We generate patent and other intellectual property rights covering significant inventions and other innovations in order to create a competitive advantage. While we believe that our licenses, patents and other intellectual property rights have value, in general no single license, patent or other intellectual property right is in itself material. In addition, our intellectual property rights may be challenged, invalidated or circumvented or may otherwise not provide significant competitive advantage.

Materials

Our manufacturing operations employ a wide variety of semiconductors, electromechanical components and assemblies and raw materials such as plastic resins and sheet metal. Our electronic measurement, chemical analysis, life sciences and diagnostics businesses all purchase materials from thousands of suppliers on a global basis. Some of the parts that require custom design work are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Our long-term relationships with suppliers allow us to proactively manage technology road maps and product discontinuance plans and monitor their financial health. Even so, some suppliers may still extend their lead times, limit supplies, increase prices or cease to produce necessary parts for our products. If these are unique components, we may not be able to find a substitute quickly or at all. To address the potential disruption in our supply chain, we use a number of techniques, including qualifying multiple sources of supply and redesign of products for alternative components. In addition, while we generally attempt to keep our inventory at minimal levels, we do purchase incremental inventory as circumstances warrant to protect the supply chain.

Environmental

Our R&D, manufacturing and distribution operations involve the use of hazardous substances and are regulated under international, federal, state and local laws governing health and safety and the environment. We apply strict standards for protection of the environment and occupational health and safety to sites inside and outside the U.S., even if not subject to regulation imposed by foreign governments. We believe that our properties and operations at our facilities comply in all material respects with applicable environmental laws and occupational health and safety laws. However, the risk of environmental liabilities cannot be completely eliminated and there can be no assurance that the application of environmental and health and safety laws to Agilent will not require us to incur significant expenditures. We are also regulated under a number of international, federal, state, and local laws regarding recycling, product packaging and product content requirements. The environmental, product content/disposal and recycling laws are gradually becoming more stringent and may cause us to incur significant expenditures in the future.

Certain properties transferred to Keysight as part of the separation are known to have subsurface contamination undergoing remediation by our former parent company, Hewlett-Packard Company ("HP"). In addition, a subset of these properties are undergoing remediation by HP under an order of an agency of the state in which the property is located. As part of the initial separation agreement from HP in 1999, HP agreed to retain the liability for the contamination, perform the required remediation and indemnify us with respect to claims arising out of the contamination. In connection with the separation of Keysight, HP has agreed to transfer that indemnity to Keysight. The determination of the existence and cost of remediation of additional contamination caused by us prior to the separation of Keysight, if any, could involve costly and time-consuming negotiations and litigation. While we expect that HP will meet its remediation and indemnification obligations in this regard, there can be no guarantee that it will do so, in which case Keysight may seek indemnification from us. It is also possible that one or more of the governmental agencies will require us to be named under a remediation order. The naming of Agilent will not affect HP’s obligation to indemnify us or Keysight with regard to these matters. Under our agreement with HP and now HP’s agreement with Keysight, HP will have access

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to those Keysight properties to perform the remediation. HP has agreed to minimize interference with on-site operations at those properties during the course of the remediation, but there can be no guarantee that operations will not be interrupted or that Keysight will not be required to incur unreimbursed costs associated with the remediation. The remediation could also harm on-site operations and the future use and negatively affect the value and future use of the properties. We cannot be sure that Keysight will not seek additional reimbursement from us for that interference or unreimbursed costs. Several of the sites under the initial separation agreement from HP have been sold.

We are liable and are indemnifying HP for any contamination found at all facilities transferred to us by HP excluding the properties undergoing remediation. In addition, we are obligated to indemnify HP for liability associated with past non-compliance with environmental laws regulating ongoing operations, if any, at all properties transferred to us by HP, as well as at sold or discontinued businesses that are related to our businesses. While we are not aware of any material liabilities associated with such indemnified matters, there is no guarantee that such contamination or regulatory non-compliance does not exist, and will not expose us to material liability in the future.

According to the separation agreement, we are liable and are indemnifying Keysight with respect to any liability associated with contamination prior to the separation at properties transferred by us to Keysight. While we are not aware of any material liabilities associated with such indemnified matters, other than the remediation by HP, there is no guarantee that such contamination does not exist, and will not expose us to material liability in the future.

We are being indemnified by HP with respect to all environmental liabilities for which HP accrued a reserve, and we are not aware of any material environmental liabilities assumed by us which are not subject to the indemnity.

As part of our acquisition of Varian in 2010, we assumed the liabilities of Varian, including Varian's costs and potential liabilities for environmental matters. One such cost is our obligation, along with the obligation of Varian Semiconductor Equipment Associates, Inc. ("VSEA") (under the terms of a Distribution Agreement between Varian, VSEA and Varian Medical Systems, Inc. ("VMS")) to each indemnify VMS for one-third of certain costs (after adjusting for any insurance proceeds and tax benefits recognized or realized by VMS for such costs) relating to (a) environmental investigation, monitoring and/or remediation activities at certain facilities previously operated by Varian Associates, Inc. ("VAI") and third-party claims made in connection with environmental conditions at those facilities, and (b) U.S. Environmental Protection Agency or third-party claims alleging that VAI or VMS is a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA") in connection with certain sites to which VAI allegedly shipped manufacturing waste for recycling, treatment or disposal (the "CERCLA sites"). With respect to the facilities formerly operated by VAI, VMS is overseeing the environmental investigation, monitoring and/or remediation activities, in most cases under the direction of, or in consultation with, federal, state and/or local agencies, and handling third-party claims. VMS is also handling claims relating to the CERCLA sites. Although any ultimate liability arising from environmental- related matters could result in significant expenditures that, if aggregated and assumed to occur within a single fiscal year, could be material to our financial statements, the likelihood of such occurrence is considered remote. Based on information currently available and our best assessment of the ultimate amount and timing of environmental-related events, management believes that the costs of environmental-related matters are unlikely to have a material adverse effect on our financial condition or results of operations.

We maintain a comprehensive Environmental Site Liability insurance policy which may cover certain clean-up costs or legal claims related to environmental contamination. This policy covers specified active, inactive and divested locations.

International Operations

Our net revenue originating outside the U.S., as a percentage of our total net revenue, was approximately 70 percent in fiscal 2014, 70 percent in fiscal 2013, and 68 percent in fiscal 2012, the majority of which was from customers other than foreign governments. Annual revenues derived from China were approximately 16 percent in fiscal 2014, 17 percent in fiscal 2013 and 16 percent in fiscal 2012. Approximately 9 percent of our revenue in fiscal 2014, 9 percent in fiscal 2013 and 10 percent in fiscal 2012 was derived from Japan. Revenues from external customers are generally attributed to countries based upon the location of the Agilent sales representative.

Long-lived assets located outside of the U.S., as a percentage of our total long-lived assets, was approximately 58 percent in fiscal year 2014, 58 percent in fiscal year 2013 and 60 percent in fiscal year 2012. Approximately 13, 13 and 12 percent of our long-lived assets were located in Japan in fiscal years 2014, 2013 and 2012, respectively.

Most of our sales in international markets are made by foreign sales subsidiaries. In countries with low sales volumes, sales are made through various representatives and distributors. However, we also sell into international markets directly from the U.S.

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Our international business is subject to risks customarily encountered in foreign operations, including interruption to transportation flows for delivery of parts to us and finished goods to our customers, changes in a specific country's or region's political or economic conditions, trade protection measures, import or export licensing requirements, consequences from changes in tax laws and regulatory requirements, difficulty in staffing and managing widespread operations, differing labor regulations, differing protection of intellectual property and geopolitical turmoil, including terrorism and war. We are also exposed to foreign currency exchange rate risk inherent in our sales commitments, anticipated sales and expenses, and assets and liabilities denominated in currencies other than the local functional currency, and may also become subject to interest rate risk inherent in any debt we incur, or investment portfolios we hold. There may be an increased risk of political unrest in regions where we have significant manufacturing operations such as Southeast Asia. However, we believe that our international diversification provides stability to our worldwide operations and reduces the impact on us of adverse economic changes in any single country. Financial information about our international operations is contained in Note 21, "Segment Information", to our consolidated financial statements.

Acquisition and Disposal of Material Assets

On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the Agilent name, and the other one that will be comprised of the electronic measurement business that will be renamed Keysight Technologies, Inc. (“Keysight”). Keysight was incorporated in Delaware as a wholly-owned subsidiary of Agilent on December 6, 2013. On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014.

In the fourth quarter of 2014, Agilent announced that it is exiting its Nuclear Magnetic Resonance business ("NMR"). Agilent will stop taking new NMR system orders, but the company will continue to meet customer commitments for orders in progress and for ongoing support contracts and continue to provide service on all installed NMR systems. The company expects that this decision will eliminate about 300 jobs, mostly within the next 12 months.

On June 21, 2012, we acquired Dako through the purchase of 100% of the share capital of Dako, a limited liability company incorporated under the laws of Denmark, under the share purchase agreement, dated May 16, 2012. Dako provides antibodies, reagents, scientific instruments and software primarily to customers in pathology laboratories. As a result of the acquisition, Dako has become a wholly-owned subsidiary of Agilent. The consideration paid was approximately $2.143 billion, of which $1.4 billion was paid directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded the acquisition using our existing cash.

Executive Officers of the Registrant

The names of our current executive officers and their ages, titles and biographies appear below:

Henrik Ancher-Jensen, 49, has served as Senior Vice President, Agilent and President, Order Fulfillment since September 2013.  From September 2012 to September 2013, Mr. Ancher-Jensen served as our Vice President, Global Product Supply, Diagnostics and Genomics Group.  From September 2010 to September 2012 he served as Corporate Vice President, Global Operations of Dako A/S, a Danish diagnostics company, and as Dako’s Vice President, Supply Chain and Chief Information Officer from 2006 to September 2010.  Prior to joining Dako, he spent more than 15 years in senior management roles and management consulting with Chr. Hansen, Deloitte Consulting and NVE.

Mark Doak , 59, has served as our Senior Vice President, Agilent and President, Agilent CrossLab Group since November 2014.  From September 2014 to November 2014 he served as our Senior Vice President, Agilent and President, Life Sciences & Applied Markets.  From August 2008 to September 2014, Mr. Doak served as our Senior Vice President, Agilent and General Manager of the Services and Support Division.  Prior to that, he held several senior management positions across functions in marketing, quality and services.

Solange Glaize, 50, has served as our Vice President, Corporate Controllership and Chief Accounting Officer since March, 2012. From June 2011 to March 2012, Ms. Glaize served as our Vice President of Finance and Business Development, Group CFO, Life Sciences Group and from September 2009 to June 2011 as Vice President of Finance, Group CFO, Life Sciences Group.  From May 2005 to November 2009, she served as Senior Director of Finance, Life Sciences Solution Unit. Ms. Glaize has previously served in various capacities for Agilent, including as Director of Finance, Worldwide Order Fulfillment, Director of Sales Finance and Administration, Semiconductor Products Group and as Managing Director, European Financial Services.  Prior to joining Agilent, Ms. Glaize held a variety of positions in finance with Hewlett-Packard Company.

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Dominique P. Grau 55, has served as our Senior Vice President, Human Resources since August 2014. From May 2012 to August 2014 Mr. Grau served as Vice President, Worldwide Human Resources. Prior to that, he served as Vice President, Compensation, Benefits and HR Services from May 2006 to May 2012. Mr. Grau had previously served in various capacities for Agilent and Hewlett-Packard Company.

Didier Hirsch, 63, has served as our Senior Vice President and Chief Financial Officer since July 2010 and served as interim Chief Financial Officer from April 2010 to July 2010. Prior to that he served as Vice President, Corporate Controllership and Tax from November 2006 to July 2010 and as Chief Accounting Officer from November 2007 to July 2010. From April 2003 to October 2006, Mr. Hirsch served as Vice President and Controller. Prior to assuming this position, Mr. Hirsch served as Vice President and Treasurer from September 1999 to April 2003. Mr. Hirsch had joined Hewlett‑Packard Company in 1989 as Director of Finance and Administration of Hewlett‑Packard France. In 1993, he became Director of Finance and Administration of Hewlett‑ Packard Asia Pacific, and in 1996 Director of Finance and Administration of Hewlett‑Packard Europe, Middle East, and Africa. Mr. Hirsch serves on the Board of Directors of Logitech International, International Rectifier Corporation and Knowles Corporation.

Marie Oh Huber, 53, has served as Senior Vice President, General Counsel and Secretary since September 2009 and serves as an officer or director for a variety of Agilent subsidiaries. She served as our Vice President, Deputy General Counsel and Assistant Secretary from June 2007 to September 2009 and as our Vice President, Assistant General Counsel and Assistant Secretary from July 2002 to June 2007. Ms. Huber had previously served in various capacities for Agilent and Hewlett-Packard Company. She is also a director of the James Campbell Company LLC and the American Leadership Forum - Silicon Valley.

Patrick K. Kaltenbach, 51 , has served as Senior Vice President, Agilent and President, Life Sciences and Applied Markets Group since November 2014.  From January 2014 to November 2014 he served as Vice President and General Manager of the Life Sciences Products and Solutions organization. Prior to that he served as Vice President and General Manager of the Liquid Phase Division from December 2012 to January 2014. From July 2010 to December 2012 he served as Vice President and General Manager of the Liquid Phase Separations Business. Prior to that he served as General Manager of the Liquid Chromatography Business from February 2008 to July 2010. Mr. Kaltenbach has held various positions in R&D management and senior management beginning at Hewlett-Packard Co.

Michael R. McMullen , 53, has served as President and Chief Operating Officer since September 2014. Prior to that, he served as Senior Vice President, Agilent and President, Chemical Analysis Group from September 2009 to September 2014. From January 2002 to September 2009, he served as our Vice President and General Manager of the Chemical Analysis Solutions Unit of the Life Sciences and Chemical Analysis Group. Prior to assuming this position, from March 1999 to December 2001, Mr. McMullen served as Country Manager for Agilent's China, Japan and Korea Life Sciences and Chemical Analysis Group. Prior to this position, Mr. McMullen served as our Controller for the Hewlett‑Packard Company and Yokogawa Electric Joint Venture from July 1996 to March 1999.

William P. Sullivan, 64, has served as Agilent’s Chief Executive Officer since March 2005 and served as President from September 2013 to September 2014. He previously served as President from March 2005 to November 2012. Before being named as Agilent’s Chief Executive Officer, Mr. Sullivan served as Executive Vice President and Chief Operating Officer from March 2002 to March 2005. In that capacity, he shared the responsibilities of the president’s office with Agilent’s former President and Chief Executive Officer, Edward W. Barnholt. Mr. Sullivan also had overall responsibility for Agilent’s Electronic Products and Solutions Group, the company’s largest business group. Prior to assuming that position, Mr. Sullivan served as our Senior Vice President, Semiconductor Products Group, from August 1999 to March 2002. Before that, Mr. Sullivan held various management positions at Hewlett-Packard Company. Mr. Sullivan serves on the Board of the Children's Discovery Museum in San Jose, California.

Jacob Thaysen , 39, has served as Senior Vice President, Agilent and President, Diagnostics and Genomics Group since November 2014.  From October 2013 to November 2014 he served as Vice President and General Manager of the Diagnostics and Genomics business. Prior to that he served as Vice President and General Manager of the Genomics Solutions unit from January 2013 to October 2013. Before joining Agilent, he was Corporate Vice President of R&D at Dako A/S, a Danish diagnostics company from April 2011 to January 2013. His previous positions at Dako include Vice President, System Development, R&D from March 2010 to April 2011, Vice President, Strategic Marketing from April 2009 to March 2010 and Vice President, Global Sales Operations from August 2008 to March 2009. Prior to Dako, Mr. Thaysen worked as a management consultant and Chief Technical Officer and founder of a hi-tech start-up company.

Investor Information

We are subject to the informational requirements of the Securities Exchange Act of 1934 (“Exchange Act”). Therefore, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Such reports,

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proxy statements and other information may be read and copied by visiting the Public Reference Room of the SEC at 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

You can access financial and other information at our Investor Relations website. The address is www.investor.agilent.com. We make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

Our Amended and Restated Corporate Governance Standards, the charters of our Audit and Finance Committee, our Compensation Committee, our Executive Committee and our Nominating/Corporate Governance Committee, as well as our Standards of Business Conduct (including code of ethics provisions that apply to our principal executive officer, principal financial officer, principal accounting officer and senior financial officers) are available on our website at www.investor.agilent.com under “Corporate Governance”. These items are also available in print to any stockholder in the United States and Canada who requests them by calling (877) 942-4200. This information is also available by writing to the company at the address on the cover of this Annual Report on Form 10-K.

ITEM 1A.  RISK FACTORS

 

   Risks, Uncertainties and Other Factors That May Affect Future Results

Our operating results and financial condition could be harmed if the markets into which we sell our products decline or do not grow as anticipated.

Visibility into our markets is limited. Our quarterly sales and operating results are highly dependent on the volume and timing of orders received during the fiscal quarter, which are difficult to forecast and may be cancelled by our customers. In addition, our revenues and earnings forecasts for future fiscal quarters are often based on the expected seasonality of our markets. However, the markets we serve do not always experience the seasonality that we expect. Any decline in our customers' markets or in general economic conditions would likely result in a reduction in demand for our products and services. Also, if our customers' markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our consolidated financial position, results of operations, cash flows and stock price, and could limit our profitability. Also, in such an environment, pricing pressures could intensify. Since a significant portion of our operating expenses is relatively fixed in nature due to sales, research and development and manufacturing costs, if we were unable to respond quickly enough these pricing pressures could further reduce our operating margins.

If we do not introduce successful new products and services in a timely manner to address increased competition through frequent new product and service introductions, rapid technological changes and changing industry standards, our products and services will become obsolete, and our operating results will suffer.

We generally sell our products in industries that are characterized by increased competition through frequent new product and service introductions, rapid technological changes and changing industry standards. In addition, many of the markets in which we operate are seasonal. Without the timely introduction of new products, services and enhancements, our products and services will become technologically obsolete over time, in which case our revenue and operating results would suffer. The success of our new products and services will depend on several factors, including our ability to:

•	properly identify customer needs;

•	innovate and develop new technologies, services and applications;

•	successfully commercialize new technologies in a timely manner;

•	manufacture and deliver our products in sufficient volumes and on time;

•	differentiate our offerings from our competitors' offerings;

•	price our products competitively;

•	anticipate our competitors' development of new products, services or technological innovations; and

•	control product quality in our manufacturing process.

Uncertain general economic conditions may adversely affect our operating results and financial condition.

Our business is sensitive to negative changes in general economic conditions, both inside and outside the U.S. Slower global economic growth and uncertainty in the markets in which we operate may adversely impact our business resulting in:

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•	reduced demand for our products, delays in the shipment of orders, or increases in order cancellations;

•	increased risk of excess and obsolete inventories;

•	increased price pressure for our products and services; and

•	greater risk of impairment to the value, and a detriment to the liquidity, of our investment portfolio.

Failure to adjust our purchases due to changing market conditions or failure to estimate our customers' demand could adversely affect our income.

Our income could be harmed if we are unable to adjust our purchases to reflect market fluctuations, including those caused by the seasonal nature of the markets in which we operate. The sale of our products and services are dependent, to a large degree, on customers whose industries are subject to seasonal trends in the demand for their products. During a market upturn, we may not be able to purchase sufficient supplies or components to meet increasing product demand, which could materially affect our results. In the past we have seen a shortage of parts for some of our products. In addition, some of the parts that require custom design are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to reengineer our product. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase prices due to capacity constraints or other factors. In order to secure components for the production of products, we may continue to enter into non-cancelable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact our ability to adjust our inventory to declining market demands. Prior commitments of this type have resulted in an excess of parts when demand for our communications and electronics products has decreased. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges.

Demand for some of our products and services depends on capital spending policies of our customers, research and development budgets and on government funding policies.

Our customers include pharmaceutical companies, laboratories, universities, healthcare providers, government agencies and public and private research institutions. Fluctuations in the research and development budgets at these organizations could have a significant effect on the demand for our products and services. Many factors, including public policy spending priorities, available resources, mergers and consolidation, spending priorities, institutional and governmental budgetary policies and product and economic cycles, have a significant effect on the capital spending policies of these entities. Research and development budgets fluctuate due to changes in available resources, consolidation, spending priorities, general economic conditions and institutional and governmental budgetary policies. The timing and amount of revenues from customers that rely on government funding or research may vary significantly due to factors that can be difficult to forecast. These policies in turn can have a significant effect on the demand for our products and services. If demand for our products and services is adversely affected, our revenue and operating results would suffer.

Economic, political and other risks associated with international sales and operations could adversely affect our results of operations.

Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total revenue. In addition, many of our employees, contract manufacturers, suppliers, job functions and manufacturing facilities are located outside the U.S. Accordingly, our future results could be harmed by a variety of factors, including:

•	interruption to transportation flows for delivery of parts to us and finished goods to our customers;

•	changes in foreign currency exchange rates;

•	changes in a specific country's or region's political, economic or other conditions;

•	trade protection measures and import or export licensing requirements;

•	negative consequences from changes in tax laws including changes to U.S. tax legislation that could materially increase our effective tax rate;

•	difficulty in staffing and managing widespread operations;

•	differing labor regulations;

•	differing protection of intellectual property;

•	unexpected changes in regulatory requirements; and

•	geopolitical turmoil, including terrorism and war.

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We centralized most of our accounting processes to two locations: India and Malaysia. These processes include general accounting, cost accounting, accounts payable and accounts receivables functions. If conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers and collect our receivables. Our results of operations, as well as our liquidity, may be adversely affected and possible delays may occur in reporting financial results.

Additionally, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other local laws prohibiting corrupt payments to governmental officials, and anti-competition regulations. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our products in one or more countries, and could also materially affect our brand, our ability to attract and retain employees, our international operations, our business and our operating results. Although we have implemented policies and procedures designed to ensure compliance with these laws and regulations, there can be no assurance that our employees, contractors, or agents will not violate our policies.

In addition, although the majority of our products are priced and paid for in U.S. dollars, a significant amount of certain types of expenses, such as payroll, utilities, tax, and marketing expenses, are paid in local currencies. Our hedging programs reduce, but do not always entirely eliminate, within any given twelve month period, the impact of currency exchange rate movements, and therefore fluctuations in exchange rates, including those caused by currency controls, could impact our business operating results and financial condition by resulting in lower revenue or increased expenses. However, for expenses beyond that twelve month period, our hedging strategy does not mitigate our exposure. In addition, our currency hedging programs involve third party financial institutions as counterparties. The weakening or failure of financial institution counterparties may adversely affect our hedging programs and our financial condition through, among other things, a reduction in available counterparties, increasingly unfavorable terms, and the failure of the counterparties to perform under hedging contracts.

Our business will suffer if we are not able to retain and hire key personnel.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel. If we fail to retain and hire a sufficient number of these personnel, we will not be able to maintain or expand our business. The markets in which we operate are very dynamic, and our businesses continue to respond with reorganizations, workforce reductions and site closures. We believe our pay levels are very competitive within the regions that we operate. However, there is an intense competition for certain highly technical specialties in geographic areas where we continue to recruit, and it may become more difficult to retain our key employees, especially in light of our ongoing restructuring efforts.

Our acquisitions, strategic alliances, joint ventures and divestitures may result in financial results that are different than expected.

In the normal course of business, we frequently engage in discussions with third parties relating to possible acquisitions, strategic alliances, joint ventures and divestitures, and generally expect to complete several transactions per year. For example in the past we completed various acquisitions, including Dako A/S. As a result of such transactions, our financial results may differ from our own or the investment community's expectations in a given fiscal quarter, or over the long term. Such transactions often have post-closing arrangements including but not limited to post-closing adjustments, transition services, escrows or indemnifications, the financial results of which can be difficult to predict. In addition, acquisitions and strategic alliances may require us to integrate a different company culture, management team and business infrastructure. We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances the performance of our combined businesses or product lines to realize the value from expected synergies. Depending on the size and complexity of an acquisition, our successful integration of the entity depends on a variety of factors, including:

•	the retention of key employees;

•	the management of facilities and employees in different geographic areas;

•	the retention of key customers;

•	the compatibility of our sales programs and facilities with those of the acquired company; and

•	the compatibility of our existing infrastructure with that of an acquired company.

In addition, effective internal controls are necessary for us to provide reliable and accurate financial reports and to effectively prevent fraud. The integration of acquired businesses is likely to result in our systems and controls becoming increasingly complex and more difficult to manage. We devote significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002. However, we cannot be certain that these measures will ensure that we design, implement and maintain adequate control over our financial processes and reporting in the future, especially in the context of acquisitions of other businesses. Any difficulties in the assimilation of acquired businesses into our control system could harm our operating results or cause us to fail to meet our financial reporting obligations. Inferior internal controls could also cause

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investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital.

A successful divestiture depends on various factors, including our ability to:

•	effectively transfer liabilities, contracts, facilities and employees to the purchaser;

•	identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and

•	reduce fixed costs previously associated with the divested assets or business.

In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other Agilent products. All of these efforts require varying levels of management resources, which may divert our attention from other business operations. Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

Integrating Dako A/S may be more difficult, costly or time consuming than expected and our business and financial condition may be materially impaired.

We may not achieve the desired benefits from our acquisition and integration of Dako. In addition, the operation of Dako within Agilent could be a difficult, costly and time-consuming process that involves a number of risks, including, but not limited to:

 

•	difficulties in the assimilation of different corporate cultures, practices and sales and distribution methodologies, as well as in the assimilation and retention of geographically dispersed, decentralized operations and personnel;

•	increased exposure to certain governmental regulations and compliance requirements; and

•	the use of cash resources and increased capital expenditures on additional investment or research and development activities in excess of our current expectations, which could offset any synergies resulting from the Dako acquisition and limit other potential uses of our cash, including stock repurchases and retirement of outstanding debt.

 

Even if we are able to successfully operate Dako within Agilent, we may not be able to realize the revenue and other synergies and growth that we anticipate from the acquisition in the time frame that we currently expect, and the costs of achieving these benefits may be higher than what we currently expect. As a result, the Dako acquisition and integration may not contribute to our earnings as expected, we may not achieve expected revenue synergies or our return on invested capital targets when expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of this transaction.

Our customers and we are subject to various governmental regulations, compliance with or changes in such regulations may cause us to incur significant expenses, and if we fail to maintain satisfactory compliance with certain regulations, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

Our customers and we are subject to various significant international, federal, state and local regulations, including but not limited to health and safety, packaging, product content, labor and import/export regulations. These regulations are complex, change frequently and have tended to become more stringent over time. We may be required to incur significant expenses to comply with these regulations or to remedy violations of these regulations. Any failure by us to comply with applicable government regulations could also result in cessation of our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability to carry on or expand our operations. In addition, because many of our products are regulated or sold into regulated industries, we must comply with additional regulations in marketing our products. We develop, configure and market our products to meet customer needs created by these regulations. Any significant change in these regulations could reduce demand for our products, force us to modify our products to comply with new regulations or increase our costs of producing these products. If demand for our products is adversely affected or our costs increase, our business would suffer.

Our products and operations are also often subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies such as the United States Food and Drug Administration (“FDA”). We also must comply with work safety rules. If we fail to adequately address any of these regulations, our businesses could be harmed.

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We are subject to extensive regulation by the FDA and certain similar foreign regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.

A number of our products from our chemical analysis and life sciences and diagnostics businesses are subject to regulation by the FDA and certain similar foreign regulatory agencies. In addition, a number of our products may be in the future subject to regulation by the FDA and certain similar foreign regulatory agencies. These regulations govern a wide variety of product related activities, from quality management, design and development to labeling, manufacturing, promotion, sales and distribution. If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory requirements or are perceived to potentially have failed to comply, we may face, among other things, warning letters, adverse publicity affecting both us and our customers; investigations or notices of non-compliance, fines, injunctions, and civil penalties; import or export restrictions; partial suspensions or total shutdown of production facilities or the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents; seizures or recalls of our products or those of our customers; or the inability to sell our products. Any such FDA actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations.

In August 2013, Dako Denmark A/S received a warning letter from the FDA relating to its quality management processes at our Glostrup facility. Although we are committed to addressing the issues raised by the FDA, there can be no assurance that the FDA will be satisfied with the steps we have taken to address the issues or that the FDA will not raise additional areas of concern. We may be subject to additional regulatory action by the FDA, including import bans, seizures, injunction and/or civil penalties and any such actions could have an adverse impact on our business, financial position and results of operations.

Some of our chemical analysis and life sciences and diagnostics products are exposed to particular complex regulations such as regulations of toxic substances and failure to comply with such regulations could harm our business.

Some of our chemical analysis products and related consumables marketed by our chemical analysis and life sciences and diagnostics businesses are used in conjunction with chemicals whose manufacture, processing, distribution and notification requirements are regulated by the U.S. Environmental Protection Agency (“EPA”) under the Toxic Substances Control Act, and by regulatory bodies in other countries with similar laws. The Toxic Substances Control Act regulations govern, among other things, the testing, manufacture, processing and distribution of chemicals, the testing of regulated chemicals for their effects on human health and safety and import and export of chemicals. The Toxic Substances Control Act prohibits persons from manufacturing any chemical in the U.S. that has not been reviewed by EPA for its effect on health and safety, and placed on an EPA inventory of chemical substances. We must ensure conformance of the manufacturing, processing, distribution of and notification about these chemicals to these laws and adapt to regulatory requirements in all applicable countries as these requirements change. If we fail to comply with the notification, record-keeping and other requirements in the manufacture or distribution of our products, then we could be made to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing or marketing our products until the products or component substances are brought into compliance.

Our business may suffer if we fail to comply with government contracting laws and regulations.

We derive a portion of our revenues from direct and indirect sales to U.S., state, local, and foreign governments and their respective agencies. Such contracts are subject to various procurement laws and regulations, and contract provisions relating to their formation, administration and performance. Failure to comply with these laws, regulations or provisions in our government contracts could result in the imposition of various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments, or suspension from future government contracting. If our government contracts are terminated, if we are suspended from government work, or if our ability to compete for new contracts is adversely affected, our business could suffer.

Our retirement and post retirement pension plans are subject to financial market risks that could adversely affect our future results of operations and cash flows.

We have significant retirement and post retirement pension plans assets and obligations. The performance of the financial markets and interest rates impact our plan expenses and funding obligations. Significant decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets will increase our funding obligations, and adversely impact our results of operations and cash flows.

The impact of consolidation and acquisitions of competitors is difficult to predict and may harm our business.

 

The life sciences industry is intensely competitive and has been subject to increasing consolidation. Consolidation in our industries could result in existing competitors increasing their market share through business combinations and result in stronger

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competitors, which could have a material adverse effect on our business, financial condition and results of operations. We may not be able to compete successfully in increasingly consolidated industries and cannot predict with certainty how industry consolidation will affect our competitors or us.

If we are unable to successfully manage the consolidation and streamlining of our manufacturing operations, we may not achieve desired efficiencies and our ability to deliver products to our customers could be disrupted.

 

Although we utilize manufacturing facilities throughout the world, we have been consolidating, and may continue to consolidate, our manufacturing operations to certain of our plants to achieve efficiencies and gross margin improvements. Additionally, we typically consolidate the production of products from our acquisitions into our supply chain and manufacturing processes, which are technically complex and require expertise to operate. If we are unable to establish processes to efficiently and effectively produce high quality products in the consolidated locations, we may not achieve the anticipated synergies and production may be disrupted, which could adversely affect our business and operating results.

Our operating results may suffer if our manufacturing capacity does not match the demand for our products.

Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand does not meet our expectations, our manufacturing capacity will likely exceed our production requirements. If, during a general market upturn or an upturn in one of our segments, we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill orders in a timely manner which could lead to order cancellations, contract breaches or indemnification obligations. This inability could materially and adversely limit our ability to improve our results. By contrast, if during an economic downturn we had excess manufacturing capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our income, margins, and operating results.

Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring products to market and damage our reputation. Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.

As part of our efforts to streamline operations and to cut costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers' orders on a timely basis. The ability of these manufacturers to perform is largely outside of our control. Additionally, changing or replacing our contract manufacturers or other outsourcers could cause disruptions or delays. In addition, we outsource significant portions of our information technology ("IT") and other administrative functions. Since IT is critical to our operations, any failure to perform on the part of our IT providers could impair our ability to operate effectively. In addition to the risks outlined above, problems with manufacturing or IT outsourcing could result in lower revenues, unexecuted efficiencies, and impact our results of operations and our stock price. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty.

Environmental contamination from past operations could subject us to unreimbursed costs and could harm on-site operations and the future use and value of the properties involved and environmental contamination caused by ongoing operations could subject us to substantial liabilities in the future.

Certain properties transferred to Keysight as part of the separation are undergoing remediation by the Hewlett-Packard Company ("HP") for subsurface contaminations that were known at the time of our separation from HP. HP has agreed to retain the liability for this subsurface contamination, perform the required remediation and indemnify Keysight with respect to claims arising out of that contamination. HP will have access to those Keysight properties to perform remediation. While HP has agreed to minimize interference with on-site operations at those properties, remediation activities and subsurface contamination may require Keysight to incur unreimbursed costs and could harm on-site operations and the future use and value of the properties. We cannot be sure that Keysight will not seek additional reimbursement from us for that interference or unreimbursed costs. We cannot be sure that HP will continue to fulfill its indemnification or remediation obligations, in which case Keysight may seek indemnification from us. In addition, the determination of the existence and cost of any additional contamination caused by us prior to the separation could involve costly and time-consuming negotiations and litigation.

Other than those properties currently undergoing remediation by HP, we have agreed to indemnify HP, with respect to any liability associated with contamination from past operations, and Keysight, with respect to any liability associated with contamination prior to the separation, at , respectively, properties transferred from HP to us and properties transferred by us to Keysight. While we are not aware of any material liabilities associated with any potential subsurface contamination at any of

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those properties, subsurface contamination may exist, and we may be exposed to material liability as a result of the existence of that contamination.

Our current and historical manufacturing processes involve, or have involved, the use of substances regulated under various international, federal, state and local laws governing the environment. As a result, we may become subject to liabilities for environmental contamination, and these liabilities may be substantial. While we have divested substantially all of our semiconductor related businesses to Avago and Verigy and regardless of indemnification arrangements with those parties, we may still become subject to liabilities for historical environmental contamination related to those businesses. Although our policy is to apply strict standards for environmental protection at our sites inside and outside the U.S., even if the sites outside the U.S. are not subject to regulations imposed by foreign governments, we may not be aware of all conditions that could subject us to liability.

As part of our acquisition of Varian, we assumed the liabilities of Varian, including Varian's costs and potential liabilities for environmental matters. One such cost is our obligation, along with the obligation of Varian Semiconductor Equipment Associates, Inc. ("VSEA") (under the terms of a Distribution Agreement between Varian, VSEA and Varian Medical Systems, Inc. ("VMS")) to each indemnify VMS for one-third of certain costs (after adjusting for any insurance proceeds and tax benefits recognized or realized by VMS for such costs) relating to (a) environmental investigation, monitoring and/or remediation activities at certain facilities previously operated by Varian Associates, Inc. ("VAI") and third-party claims made in connection with environmental conditions at those facilities, and (b) U.S. Environmental Protection Agency or third-party claims alleging that VAI or VMS is a potentially responsible party under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended ("CERCLA") in connection with certain sites to which VAI allegedly shipped manufacturing waste for recycling, treatment or disposal (the "CERCLA sites"). With respect to the facilities formerly operated by VAI, VMS is overseeing the environmental investigation, monitoring and/or remediation activities, in most cases under the direction of, or in consultation with, federal, state and/or local agencies, and handling third-party claims. VMS is also handling claims relating to the CERCLA sites. Although any ultimate liability arising from environmental- related matters could result in significant expenditures that, if aggregated and assumed to occur within a single fiscal year, could be material to our financial statements, the likelihood of such occurrence is considered remote. Based on information currently available and our best assessment of the ultimate amount and timing of environmental-related events, management believes that the costs of environmental-related matters are unlikely to have a material adverse effect on our financial condition or results of operations.

New regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.

In August 2012, the SEC adopted a new rule requiring disclosures by public companies of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured. The new rule, which went into effect for calendar year 2013 and requires an annual disclosure report to be filed with the SEC by May 31st, requires companies to perform due diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country. While we filed our initial report for calendar year 2013, there are costs associated with complying with these disclosure requirements, including for diligence in regards to the sources of any conflict minerals used in our products, in addition to the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. In addition, our ongoing implementation of these rules could adversely affect the sourcing, supply, and pricing of materials used in our products. The new rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products, including tin, gold and tungsten. The number of suppliers who provide conflict-free minerals may be limited. In addition, there may be material costs associated with complying with the disclosure requirements, such as costs related to the due diligence process of determining the source of certain minerals used in our products, as well as costs of possible changes to products, processes, or sources of supply as a consequence of such verification activities. As our supply chain is complex and we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement, which may harm our reputation. We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so.

Third parties may claim that we are infringing their intellectual property and we could suffer significant litigation or licensing expenses or be prevented from selling products or services.

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case by case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available

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under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or could subject us to significant damages or to an injunction against development and sale of certain of our products or services. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses we rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in the future on favorable terms or at all.

Third parties may infringe our intellectual property and we may suffer competitive injury or expend significant resources enforcing our rights.

Our success depends in large part on our proprietary technology, including technology we obtained through acquisitions. We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary rights. If we do not enforce our intellectual property rights successfully our competitive position may suffer which could harm our operating results.

Our pending patent applications, and our pending copyright and trademark registration applications, may not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us a significant competitive advantage.

We may need to spend significant resources monitoring our intellectual property rights and we may or may not be able to detect infringement by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rights quickly or at all. In some circumstances, we may choose to not pursue enforcement because an infringer has a dominant intellectual property position or for other business reasons. In addition, competitors might avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors to capture market share and could result in lost revenues. Furthermore, some of our intellectual property is licensed to others which allow them to compete with us using that intellectual property.

We are subject to ongoing tax examinations of our tax returns by the Internal Revenue Service and other tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on our results of operations, financial condition and liquidity.

We are subject to ongoing tax examinations of our tax returns by the U.S. Internal Revenue Service and other tax authorities in various jurisdictions. We regularly assess the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can require considerable estimates and judgments. Intercompany transactions associated with the sale of inventory, services, intellectual property and cost share arrangements are complex and affect our tax liabilities. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in multiple jurisdictions. There can be no assurance that the outcomes from ongoing tax examinations will not have an adverse effect on our operating results and financial condition. A difference in the ultimate resolution of tax uncertainties from what is currently estimated could have an adverse effect on our operating results and financial condition.

If tax incentives change or cease to be in effect, our income taxes could increase significantly.

Agilent benefits from tax incentives extended to its foreign subsidiaries to encourage investment or employment. Several jurisdictions have granted Agilent tax incentives which require renewal at various times in the future. The incentives are conditioned on achieving various thresholds of investments and employment, or specific types of income. Agilent's taxes could increase if the incentives are not renewed upon expiration. If Agilent cannot or does not wish to satisfy all or parts of the tax incentive conditions, we may lose the related tax incentive and could be required to refund tax incentives previously realized. As a result, our effective tax rate could be higher than it would have been had we maintained the benefits of the tax incentives.

We have substantial cash requirements in the United States while most of our cash is generated outside of the United States. The failure to maintain a level of cash sufficient to address our cash requirements in the United States could adversely affect our financial condition and results of operations.

Although the cash generated in the United States from our operations should cover our normal operating requirements and debt service requirements, a substantial amount of additional cash is required for special purposes such as the maturity of our debt obligations, our stock repurchase program, our declared dividends and acquisitions of third parties. Our business operating results, financial condition, and strategic initiatives could be adversely impacted if we were unable to address our U.S. cash requirements through the efficient and timely repatriations of overseas cash or other sources of cash obtained at an acceptable cost.

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We have outstanding debt and may incur other debt in the future, which could adversely affect our financial condition, liquidity and results of operations.

 

We currently have outstanding an aggregate principal amount of $2.7 billion in senior unsecured notes, including $1.1 billion in Keysight senior unsecured notes, and a $42 million secured mortgage. We also are a party to a five-year senior unsecured revolving credit facility which expires in September 2019 and under which we may borrow up to $400 million and a Danish Krone denominated credit facility equivalent to $9 million. We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, other future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock. Keysight is a party to a five-year revolving credit facility which expires in October 2019 for $300 million, initially guaranteed by us. The guarantee was terminated upon the completion of the separation of Keysight on November 1, 2014.

Our incurrence of this debt, and increases in our aggregate levels of debt, may adversely affect our operating results and financial condition by, among other things:

 

•	increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;

•	requiring the dedication of an increased portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures, acquisitions and stock repurchases; and

•	limiting our flexibility in planning for, or reacting to, changes in our business and our industry.

 

Our current revolving credit facility imposes restrictions on us, including restrictions on our ability to create liens on our assets and the ability of our subsidiaries to incur indebtedness, and requires us to maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. In addition, the indenture governing our senior notes contains covenants that may adversely affect our ability to incur certain liens or engage in certain types of sale and leaseback transactions. If we breach any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our outstanding indebtedness could be declared immediately due and payable.

If we suffer a loss to our factories, facilities or distribution system due to catastrophe, our operations could be seriously harmed.

Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism or other natural or man-made disasters. In particular, several of our facilities could be subject to a catastrophic loss caused by earthquake due to their locations. Our production facilities, headquarters and Agilent Technologies Laboratories in California, and our production facilities in Japan, are all located in areas with above-average seismic activity. If any of these facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. If such a disruption were to occur, we could breach agreements, our reputation could be harmed, and our business and operating results could be adversely affected. In addition, since we have consolidated our manufacturing facilities, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location. Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism. Also, our third party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention. Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third party insurance. If our third party insurance coverage is adversely affected, or to the extent we have elected to self-insure, we may be at a greater risk that our operations will be harmed by a catastrophic loss.

If we experience a significant disruption in, or breach in security of, our information technology systems, or if we fail to implement new systems and software successfully, our business could be adversely affected.

 

We rely on several centralized information technology systems throughout our company to provide products and services, keep financial records, process orders, manage inventory, process shipments to customers and operate other critical functions. Our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business. In addition, security breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our employees, partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.

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Adverse conditions in the global banking industry and credit markets may adversely impact the value of our cash investments or impair our liquidity.

As of October 31 2014, we had cash and cash equivalents of approximately $3.0 billion invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts. Disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid. Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results and financial condition.

We could incur significant liability if the distribution of Keysight common stock to our shareholders is determined to be a taxable transaction.

We have received an opinion from outside tax counsel to the effect that the separation and distribution of Keysight qualifies as a transaction that is described in Sections 355(a) and 368(a)(1)(D) of the Internal Revenue Code. The opinion relies on certain facts, assumptions, representations and undertakings from Keysight and us regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, our shareholders and we may not be able to rely on the opinion of tax counsel and could be subject to significant tax liabilities. Notwithstanding the opinion of tax counsel we have received, the IRS could determine on audit that the separation is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion. If the separation is determined to be taxable for U.S. federal income tax purposes, our shareholders that are subject to U.S. federal income tax and we could incur significant U.S. federal income tax liabilities.

We may be exposed to claims and liabilities as a result of the separation.

We entered into a separation and distribution agreement and various other agreements with Keysight to govern the separation and the relationship of the two companies going forward. These agreements provide for specific indemnity and liability obligations and could lead to disputes between us. The indemnity rights we have against Keysight under the agreements may not be sufficient to protect us. In addition, our indemnity obligations to Keysight may be significant and these risks could negatively affect our financial condition.

Item 1B.     Unresolved Staff Comments

None.

Item 2. Properties

As of October 31, 2014 we owned or leased a total of approximately 10.6 million square feet of space worldwide. Of that, we owned approximately 7.9 million square feet and leased the remaining 2.7 million square feet. Our sales and support facilities occupied a total of approximately 1.3 million square feet. Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupied approximately 9.3 million square feet. All of our businesses share sales offices throughout the world.

In connection with the separation of Keysight, as of November 1, 2014, we transferred a total of approximately 5.7 million square feet of space worldwide.  Of that, Keysight owned approximately 4.1 million square feet and leased approximately 1.6 million square feet of space. 

Information about each of our businesses appears below:

Life Sciences & Diagnostics Group.   Our life sciences and diagnostics business has manufacturing and R&D facilities in Singapore, Malaysia, Denmark, Germany, Poland, U.K. and the U.S.

Chemical Analysis Group.   Our chemical analysis measurement business has manufacturing and R&D facilities in Australia, China, Malaysia, Italy, Japan, Netherlands, U.K. and the U.S.

Electronic Measurement Group.   Our electronic measurement business has manufacturing and R&D facilities in China, Germany, Japan, Malaysia, Singapore, India and the U.S.

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Item 3. Legal Proceedings

We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. There are no matters pending that we currently believe are reasonably possible of having a material impact to our business, consolidated financial condition, results of operations or cash flows.

On March 4, 2013, we made a report to the Inspector General of the Department of Defense (“DOD IG”) regarding pricing irregularities relating to certain sales of electronic measurement products to U.S. government agencies.  We conducted an investigation with the assistance of outside counsel and approached the DOD IG with a proposed methodology for resolving possible overcharges to U.S. government purchasers resulting from these sales and discussed the matter with the Department of Justice (“DOJ”). On October 31, 2014, the Company resolved the matter with the DOJ with a settlement for an amount that was not material to Agilent's financial condition, results of operations or cash flows.

As part of routine internal audit activities, the Company determined that certain employees of Agilent's subsidiaries in China did not comply with the Company's Standards of Business Conduct and other policies.  Based on those findings, the Company has initiated an internal investigation, with the assistance of outside counsel, relating to certain sales of our products through third party intermediaries in China.  The internal investigation included a review of compliance by our employees in China with the requirements of the U.S. Foreign Corrupt Practices Act and other applicable laws and regulations.  On September 5, 2013, the Company voluntarily contacted the United States Securities and Exchange Commission (“SEC”) and United States Department of Justice (“DOJ”) to advise both agencies of this internal investigation.  On September 15, 2014, the Company received a letter from the SEC’s Division of Enforcement stating that its investigation had been completed and that the Division of Enforcement did not intend to recommend any enforcement action against the Company by the SEC. On September 24, 2014, the Company received a letter from DOJ stating that DOJ had closed its inquiry into the matter, citing the Company’s voluntary disclosure and thorough investigation.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange with the ticker symbol “A”. The following table sets forth the high and low sale prices and the dividend declarations per quarter for the 2013 and 2014 fiscal years as reported in the consolidated transaction reporting system for the New York Stock Exchange:

Fiscal 2013			High			Low			Dividends
First Quarter (ended January 31, 2013)			$	45.55		$	35.45		$0.22
Second Quarter (ended April 30, 2013)			$	45.66		$	40.19		N/A
Third Quarter (ended July 31, 2013)			$	47.47		$	41.24		$0.12
Fourth Quarter (ended October 31, 2013)			$	53.47		$	45.32		$0.12
Fiscal 2014			High			Low			Dividends
First Quarter (ended January 31, 2014)			$	61.22		$	49.84		$0.132
Second Quarter (ended April 30, 2014)			$	60.46		$	51.96		$0.132
Third Quarter (ended July 31, 2014)			$	59.58		$	53.66		$0.132
Fourth Quarter (ended October 31, 2014)			$	59.40		$	49.80		$0.132

As of December 1, 2014, there were 28,341 common stockholders of record.

During fiscal 2014, we issued four quarterly dividends of $0.132 per share. All decisions regarding the declaration and payment of dividends are at the discretion of our Board of Directors and will be evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors that our Board deems relevant.

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The information required by this item with respect to equity compensation plans is included under the caption  Equity Compensation Plans  in our proxy statement for the annual meeting of stockholders to be held March 18, 2015, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

On November 1, 2014, we completed the distribution of the issued and outstanding common stock of Keysight to our shareholders. Agilent shareholders of records as of the close of business on October 22, 2014, the record date for the distribution, received one share of Keysight common stock for every two shares of Agilent common stock held as of the record date. Agilent shareholders received cash in lieu of any fractional shares of Keysight common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

The table below summarizes information about the company’s purchases, based on trade date; of its equity securities registered pursuant to Section 12 of the Exchange Act during the quarterly period ended October 31, 2014. The total number of shares of common stock purchased by the company during the year ended October 31, 2014 is 3,593,606 shares.

Period		Total Number of Shares of Common Stock Purchased(1)			Weighted Average Price Paid per Share of Common Stock(2)		Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs(1)			Maximum Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (in millions)
		(a)			(b)		(c)			(d)
Aug. 1, 2014 through Aug. 31, 2014		—			N/A		—			N/A
Sep. 1, 2014 through Sep. 30, 2014		—			N/A		—			N/A
Oct. 1, 2014 through Oct. 31, 2014		—			N/A		—			N/A
Total		—			N/A		—

(1) On January 17, 2013, we announced that our board of directors approved a share repurchase program authorizing the use of up to $500 million to repurchase shares of the Company's common stock in open market transactions, inclusive of any amounts repurchased since November 1, 2012 (the “2013 Repurchase Program”). On May 14, 2013, we announced that our board of directors authorized a $500 million increase to the 2013 Repurchase Program, bringing the cumulative authorization to $1 billion. In November 2013, we completed the 2013 Repurchase Program and on November 22, 2013, we announced that our board of directors had authorized a new share repurchase program. The new program is designed to reduce or eliminate dilution resulting from issuance of stock under the Company's employee equity incentive programs to maintain a weighted average share count of approximately 335 million diluted shares.  The new program does not require the Company to acquire a specific number of shares and may be suspended or discontinued at any time.

(2) The weighted average price paid per share of common stock does not include the cost of commissions.

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Item 6.     Selected Financial Data

SELECTED FINANCIAL DATA

(Unaudited)

	Years Ended October 31,
	2014				2013				2012				2011				2010
	(in millions, except per share data)
Consolidated Statement of Operations Data:									(2)								(1)
Net revenue	$	6,981			$	6,782			$	6,858			$	6,615			$	5,444
Income before taxes	$	646			$	859			$	1,043			$	1,032			$	692
Net income	$	504			$	724			$	1,153			$	1,012			$	684
Net income per share — Basic:	$	1.51			$	2.12			$	3.31			$	2.92			$	1.97
Net income per share — Diluted:	$	1.49			$	2.10			$	3.27			$	2.85			$	1.94
Weighted average shares used in computing basic net income per share	333				341				348				347				347
Weighted average shares used in computing diluted net income per share	338				345				353				355				353
Cash dividends declared per common share	$	0.528			$	0.460			0.300				—				—

 

	October 31,
	2014				2013				2012				2011				2010
	(in millions)
Consolidated Balance Sheet Data:									(2)								(1)
Cash and cash equivalents and short-term investments	$	3,028			$	2,675			$	2,351			$	3,527			$	2,649
Working capital	$	3,798			$	3,381			$	2,736			$	3,732			$	3,086
Total assets	$	10,831			$	10,686			$	10,536			$	9,057			$	9,696
Long-term debt	$	2,762			$	2,699			$	2,112			$	1,932			$	2,190
Stockholders' equity	$	5,298			$	5,286			$	5,182			$	4,308			$	3,228
(1) Consolidated financial data includes Varian, acquired on May 14, 2010.
(2) Consolidated financial data includes Dako, acquired on June 21, 2012 and a non-recurring tax benefit relating to the reversal of U.S. valuation allowance of $280 million.
Note: The above consolidated financial data includes Keysight which separated from Agilent on November 1, 2014. Keysight will be presented as a discontinued operation in the first fiscal quarter of 2015.

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Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality, and growth in, and drivers of, the markets we sell into, backlog, our strategic direction, our future effective tax rate and tax valuation allowance, earnings from our foreign subsidiaries, remediation activities, indemnification, new product and service introductions, the ability of our products to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, sources and supply of materials used in our products, the impact of local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, timing, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, uncertainties relating to Food and Drug Administration ("FDA") and other regulatory approvals, the integration of our acquisitions and other transactions, the separation of the electronic measurement business, transaction expenses related to the separation, post-separation expenses, exiting our Nuclear Magnetic Resonance ("NMR") business, our new organizational structure, our stock repurchase program, our declared dividends, our transition to lower-cost regions, and the existence of economic instability, that involve risks and uncertainties. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including those discussed in Item 1A and elsewhere in this Form 10-K.

Overview and Executive Summary

Agilent Technologies, Inc. (“we”, “Agilent” or the “company”), incorporated in Delaware in May 1999, is the world's premier measurement company providing core bio-analytical and electronic measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and electronics industries. Our fiscal year end is October 31. Unless otherwise stated, all years and dates refer to our fiscal year.

On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the Agilent name, and the other one that will be comprised of the electronic measurement business that will be renamed Keysight Technologies, Inc. (“Keysight”). Keysight was incorporated in Delaware as a wholly-owned subsidiary of Agilent on December 6, 2013. Agilent transferred substantially all of the assets, liabilities and operations of the electronic measurement business to Keysight as of August 1, 2014. On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014. We incurred pre-separation expenses of approximately $191 million in the year ended October 31, 2014. Pre-separation costs included all incremental expenses incurred by Agilent in order to effect the separation until the distribution date, November 1, 2014. They also included the cost of all new employees recruited in fiscal 2014 to operate the two separate companies. For the year ended October 31, 2014, we incurred $89 million of non-operating expenses related to the redemption of Agilent's debt obligations as part of our debt repositioning ahead of the distribution of Keysight. We also expect to incur some post-separation costs which include all incremental expenses incurred by Agilent in order to resize our global infrastructure organization in alignment with the relatively smaller footprint of the new company.  This will include expenses related to separation of IT infrastructure from Keysight until second quarter of fiscal 2015, streamlining of our residual IT infrastructure and elimination of redundant ERP (Enterprise Resource Planning) software. We also expect to incur, upon separation, transaction expenses, which, among other things, relate to investment banking and other advisory fees as well as tax costs related to the distribution. Total post-separation costs are expected to be approximately $50 million. The historical results of operations and the financial position of Keysight are included in the consolidated financial statements of Agilent and will be reported as discontinued operations beginning in the first quarter of 2015.

In November 2014, we announced a change in organizational structure designed to better serve our customers. Our life sciences business, excluding the nucleic acid solutions division, together with the chemical analysis business will merge to form a new segment called life sciences and applied markets business. Our diagnostics and genomics businesses will combine and will include the nucleic acid solutions division of our life sciences business to become the diagnostics and genomics segment. Finally, the crosslab segment will be formed from the services and consumables businesses. Financial reporting under this new structure will begin in the first quarter of 2015 with historical financial segment information recast to conform to this new presentation in our financial statements.

In the fourth quarter of 2014, Agilent announced that it is exiting its NMR business. Agilent stopped taking new NMR system orders, but the company will continue to meet customer commitments for orders in progress and for ongoing support

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contracts and continue to provide service on all installed NMR systems. The company expects that this decision will eliminate about 300 jobs, mostly within the next 12 months. For the year ended October 31, 2014 charges of approximately $68 million were incurred in respect of the exit of this business. For additional details related to the exit of the NMR business see Note 14, "Restructuring and Exit of NMR Business".

On June 21, 2012 , we completed our acquisition of Dako A/S through the acquisition of 100% of the share capital of Dako A/S, a limited liability company incorporated under the laws of Denmark (“Dako”), under the share purchase agreement, dated May 16, 2012 . As a result of the acquisition, Dako became a wholly-owned subsidiary of Agilent. The consideration paid was approximately $2,143 million , of which $1,400 million was paid directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded the acquisition using existing cash. The acquisition has been accounted for in accordance with the authoritative accounting guidance and the results of Dako are included in Agilent's consolidated financial statements from the date of acquisition. For additional details related to the acquisition of Dako, see Note 3, "Acquisitions".

Agilent's total orders in 2014 were $7,134 million, an increase of 4 percent when compared to 2013. Foreign currency movements had an unfavorable impact of approximately 1 percentage point for the year ended October 31, 2014 when compared to 2013. Within our life sciences and diagnostics business orders increased 5 percent in 2014 compared to 2013. Chemical analysis orders increased 6 percent in 2014 when compared to 2013 and electronic measurement businesses orders increased 3 percent when compared to 2013. Agilent's total orders in 2013 were $6,827 million, a decrease of 1 percent when compared to 2012. Foreign currency movements had an unfavorable impact of approximately 2 percentage points for the year ended October 31, 2013 when compared to 2012. The increase in orders associated with the Dako acquisition accounted for approximately 3 percentage points of order growth for the year ended 2013 when compared to 2012.

Agilent's net revenue of $6,981 million in 2014 increased 3 percent when compared to 2013. Foreign currency movements for 2014 had an unfavorable impact of approximately 1 percentage point compared to 2013. Within our life sciences and diagnostics business revenue increased 3 percent in 2014 compared to 2013. There was growth in demand for life sciences and diagnostics products and services led by pharmaceutical and biotechnology and clinical markets. There was a decrease in demand from the life science research for the year ended October 31, 2014, when compared to the prior year. Within our chemical analysis business revenue grew 5 percent in 2014 compared with the prior year. There was a strong increase in revenue from the food safety and forensics with environmental and petrochemical markets also showing increases at a more modest level when compared to the prior year. Within electronic measurement, total revenue increased when compared to the prior year by 2 percent. General purpose markets increased with computer and semi-conductor markets improving, but aerospace and defense was down when compared to 2013. Also within electronic measurement, the communications test business increased for the year ended October 31, 2014 when compared to the prior year with wireless manufacturing growing strongly and R&D showing a moderate shortfall compared to the prior year. Agilent's net revenue of $6,782 million decreased 1 percent in 2013 when compared to 2012. Foreign currency movements for 2013 had an unfavorable impact of approximately 1 percentage point compared to 2012. Revenue associated with the Dako acquisition accounted for approximately 4 percentage points of the revenue growth for the year ended October 31, 2013 when compared to 2012.

Net income was $504 million in 2014 compared to net income of $724 million and $1,153 million in 2013 and 2012, respectively. In 2014, 2013 and 2012 we generated operating cash flows of $711 million, $1,152 million and $1,228 million, respectively. As of October 31, 2014 and 2013 we had cash and cash equivalents balances of $3,028 million and $2,675 million, respectively. Operating cash flows in 2014 were impacted by pre-separation costs and separation related taxes, the redemption of senior notes including payments relating to accrued interest and the timing of the purchase of shares under the employee stock purchase plan.

For the years ended October 31, 2014, 2013 and 2012 cash dividends of $176 million, $156 million and $104 million were paid on the company's outstanding common stock, respectively. On November 20, 2014, we declared a quarterly dividend of $0.10 per share of common stock, or approximately $34 million which will be paid on January 28, 2015 to shareholders of record as of the close of business on January 6, 2015. The timing and amounts of any future dividends are subject to determination and approval by our board of directors.

On July 14, 2014, we settled the redemption of all $500 million outstanding aggregate principal amount of our 5.5% senior notes ("2015 senior notes") due September 14, 2015 that had been called for redemption on June 12, 2014. The redemption price of approximately $528 million included a $28 million prepayment penalty, $1 million of amortization of debt issuance costs and discount, offset by the amortization of a deferred gain on the terminated interest rate swap related to those senior notes of approximately $8 million. We also paid accrued and unpaid interest of $9 million on the 2015 senior notes up to but not including the redemption date.

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On October 20, 2014, we settled the redemption of $500 million of the $600 million outstanding aggregate principal amount of our 6.5% senior notes ("2017 senior notes") due November 1, 2017 that had been called for redemption on September 19, 2014. The redemption price of approximately $580 million included an $80 million prepayment penalty, $2 million of amortization of debt issuance costs and discount, offset by the amortization of a deferred gain on the terminated interest rate swap related to those senior notes of approximately $14 million. We also paid accrued and unpaid interest of $15 million on the 2017 senior notes up to but not including the redemption date.

On October 6, 2014 Keysight announced that it had agreed to sell $500 million of 3.30% senior notes due 2019 ("2019 senior notes") and $600 million of 4.55% senior notes due 2024 ("2024 senior notes"). The transaction closed on October 15, 2014. Each series of notes initially were guaranteed on an unsecured, unsubordinated basis by Agilent. The guarantees terminated upon the completion of the separation of Keysight from Agilent on November 1, 2014.

On November 22, 2013 we announced that our board of directors had authorized a new share repurchase program. The new program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs to target maintaining a weighted average share count of approximately 335 million diluted shares. For the year ended October 31, 2014, we repurchased 4 million shares for $200 million.

Looking forward, we expect positive trends to continue in our life sciences and diagnostics and chemical analysis businesses as we continue to invest in research and development and to improve our applications and solutions portfolio through the introduction of new products. We will continue to bring innovative new offerings to the marketplace, and expand our laboratory-wide services and consumables to drive growth in genomics, clinical research and diagnostic markets.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management's best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based compensation, retirement and post-retirement plan assumptions, valuation of goodwill and purchased intangible assets, restructuring and accounting for income taxes.

Revenue recognition.     We enter into agreements to sell products (hardware or software), services, and other arrangements (multiple element arrangements) that include combinations of products and services. Revenue from product sales, net of trade discounts and allowances, is recognized provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Revenue is reduced for estimated product returns, when appropriate. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. For products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and recognition of installation revenue occurs when the installation is complete. Otherwise, neither the product nor the installation revenue is recognized until the installation is complete. Revenue from services is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on our vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue from the sale of software products that are not required to deliver the tangible product's essential functionality are accounted for under software revenue recognition rules. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met. The amount of product revenue recognized is affected by our judgments as to whether an arrangement includes multiple elements.

We use VSOE of selling price in the selling price allocation in all instances where it exists. VSOE of selling price for products and services is determined when a substantial majority of the selling prices fall within a reasonable range when sold separately. TPE of selling price can be established by evaluating largely interchangeable competitor products or services in standalone sales to similarly situated customers. As our products contain a significant element of proprietary technology and the solution offered differs substantially from that of competitors, it is difficult to obtain the reliable standalone competitive pricing

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necessary to establish TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices which reflect multiple factors including, but not limited to customer type, geography, market conditions, competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through consultation with and approval by management. We may modify or develop new pricing practices and strategies in the future. As these pricing strategies evolve changes may occur in ESP. The aforementioned factors may result in a different allocation of revenue to the deliverables in multiple element arrangements, which may change the pattern and timing of revenue recognition for these elements but will not change the total revenue recognized for the arrangement.

Inventory valuation.     We assess the valuation of our inventory on a periodic basis and make adjustments to the value for estimated excess and obsolete inventory based upon estimates about future demand and actual usage. Such estimates are difficult to make under most economic conditions. The excess balance determined by this analysis becomes the basis for our excess inventory charge. Our excess inventory review process includes analysis of sales forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory. If actual market conditions are less favorable than those projected by management, additional write-downs may be required. If actual market conditions are more favorable than anticipated, inventory previously written down may be sold to customers, resulting in lower cost of sales and higher income from operations than expected in that period. In the fourth quarter of 2014, Agilent announced it is exiting the NMR business, and as a result, recorded an excess inventory charge of $30 million.

Share-based compensation.     We account for share-based awards in accordance with the authoritative guidance. Under the authoritative guidance, share-based compensation expense is primarily based on estimated grant date fair value and is recognized on a straight line basis. The fair value of share-based awards for employee stock option awards was estimated using the Black-Scholes option pricing model. Shares granted under the Long-Term Performance Program ("LTPP") were valued using the Monte Carlo simulation model. The estimated fair value of restricted stock unit awards is determined based on the market price of Agilent's common stock on the date of grant adjusted for expected dividend yield.  On January 17, 2012, the company's Board of Directors approved the initiation of quarterly cash dividends to the company's shareholders. The fair value of all the awards granted prior to the declaration of quarterly cash dividend was measured based on an expected dividend yield of 0%. The Employee Stock Purchase Plan ("ESPP") allows eligible employees to purchase shares of our common stock at 85 percent of the fair market value at the purchase date.

Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective and complex assumptions, including the option's expected life and the price volatility of the underlying stock. The expected stock price volatility assumption was determined using the historical volatility of Agilent's stock option over the most recent historical period equivalent to the expected life. A 10 percent increase in our historical estimated volatility from 39 percent to 49 percent for our most recent employee stock option grant would generally increase the value of an award and the associated compensation cost by approximately 23 percent if no other factors were changed.

For the grants awarded under the 2009 stock plan after November 1, 2010, we increased the period available to retirement eligible employees to exercise their options from three years at retirement date to the full contractual term of ten years. In developing our estimated life of our employee stock options of 5.8 years for 2012 to 2014, we considered the historical option exercise behavior of our executive employees who were granted the majority of the options in the annual grants, which we believe is representative of future behavior. See Note 4, "Share-based Compensation," to the consolidated financial statements for more information.

The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Although we believe the assumptions and estimates we have made are reasonable and appropriate, changes in assumptions could materially impact our reported financial results.

Retirement and post-retirement benefit plan assumptions.     Retirement and post-retirement benefit plan costs are a significant cost of doing business. They represent obligations that will ultimately be settled sometime in the future and therefore are subject to estimation. Pension accounting is intended to reflect the recognition of future benefit costs over the employees' average expected future service to Agilent based on the terms of the plans and investment and funding decisions. To estimate the impact of these future payments and our decisions concerning funding of these obligations, we are required to make assumptions using actuarial concepts within the framework of accounting principles generally accepted in the U.S. Two critical assumptions are the discount rate and the expected long-term return on plan assets. Other important assumptions include, expected future salary increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree mortality rates, and portfolio composition. We evaluate these assumptions at least annually.

The discount rate is used to determine the present value of future benefit payments at the measurement date - October 31 for both U.S. and non-U.S. plans. For 2014 and 2013, the U.S. discount rates were based on the results of matching expected plan

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benefit payments with cash flows from a hypothetically constructed bond portfolio and decreased in 2014 from the previous year. For 2014 and 2013, the discount rate for non-U.S. plans was generally based on published rates for high quality corporate bonds and in 2014, decreased from the previous year. If we changed our discount rate by 1 percent, the impact would be $8 million on U.S. pension expense and $21 million on non-U.S. pension expense. Lower discount rates increase present values and subsequent year pension expense; higher discount rates decrease present values and subsequent year pension expense.

The company uses alternate methods of amortization as allowed by the authoritative guidance which amortizes the actuarial gains and losses on a consistent basis for the years presented. For U.S. Plans, gains and losses are amortized over the average future working lifetime. For most Non-U.S. Plans and U.S. Post-Retirement Benefit Plans, gains and losses are amortized using a separate layer for each year's gains and losses. The expected long-term return on plan assets is estimated using current and expected asset allocations as well as historical and expected returns. Plan assets are valued at fair value. If we changed our estimated return on assets by 1 percent, the impact would be $10 million on U.S. pension expense and $17 million on non-U.S. pension expense. For 2014, actual return on assets was above expectations which, along with contributions during the year, reduced next year’s pension cost as well as improved the funded status at year end. The net periodic pension and post-retirement benefit costs recorded in operations excluding curtailments and settlements were $13 million in 2014, $58 million in 2013, and $52 million in 2012.

Goodwill and Purchased Intangible Assets. Under the authoritative guidance we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The accounting standard gives an entity the option to first assess qualitative factors to determine whether performing the two-step test is necessary. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test will be required. Otherwise, no further testing will be required.

The guidance includes examples of events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. These include macro-economic conditions such as deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative to peers.

If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the provisions of authoritative guidance require that we perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting unit to its carrying value. The second step (if necessary) measures the amount of impairment by applying fair-value-based tests to the individual assets and liabilities within each reporting unit. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. We aggregate components of an operating segment that have similar economic characteristics into our reporting units.

In fiscal year 2014, we assessed goodwill impairment for our four reporting units which consisted of two segments: chemical analysis and electronic measurement; and two reporting units under the life sciences and diagnostics segment. The first of these two reporting units related to our life sciences business and the second related to our diagnostics business. We performed a qualitative test for goodwill impairment of the four reporting units, as of September 30, 2014. Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair value of these reporting units are greater than their respective carrying values. Each quarter we review the events and circumstances to determine if goodwill impairment is indicated. There was no impairment of goodwill during the years ended October 31, 2014, 2013 and 2012.

 

Purchased intangible assets consist primarily of acquired developed technologies, proprietary know-how, trademarks, and customer relationships and are amortized using the best estimate of the asset's useful life that reflect the pattern in which the economic benefits are consumed or used up or a straight-line method ranging from 6 months to 15 years. In-process research and development ("IPR&D") is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When the IPR&D project is complete, it is reclassified as an amortizable purchased intangible asset and is amortized over its estimated useful life. If an IPR&D project is abandoned, Agilent will record a charge for the value of the related intangible asset to Agilent's condensed consolidated statement of operations in the period it is abandoned.

Agilent's indefinite-lived intangible assets are IPR&D intangible assets. The accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the issued impairment testing guidance for goodwill and allowed the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset to determine whether it is more-likely-than-not (i.e. greater than 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. We performed a qualitative test for impairment of indefinite-lived intangible assets as of September 30, 2014. Based on the results of our qualitative

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testing, we believe that it is more-likely-than-not that the fair value of these indefinite-lived intangible assets is greater than their respective carrying values. Each quarter we review the events and circumstances to determine if impairment of indefinite-lived intangible asset is indicated. In the years ended October 31, 2014, 2013 and 2012, we recorded an impairment of $4 million, $1 million and $1 million, respectively due to the cancellation of certain IPR&D projects. In addition, in the year ended October 31, 2014, we also recorded $12 million of impairment of other intangibles due to the exit of our NMR business.

Restructuring and exit of NMR business.  The main components of expenses are related to workforce reductions, assets impairments and write-downs and special charges to inventory, which mainly relates to exiting of one of our businesses. Workforce reduction charges are accrued when payment of benefits that the employees are entitled to becomes probable and the amounts can be estimated. We have also assessed the recoverability of our long-lived assets, by determining whether the carrying value of such assets will be recovered through undiscounted future cash flows. Asset impairments primarily consist of property, plant and equipment and are based on an estimate of the amounts and timing of future cash flows related to the expected future remaining use and ultimate sale or disposal of buildings and equipment net of costs to sell. The charges related to inventory include estimated future inventory disposal payments that we are contractually obliged to make to our suppliers and inventory written-down to net realizable value. If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amount of restructuring and asset impairment charges could be materially different, either higher or lower, than those we have recorded.

Accounting for income taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits and deductions, and in the calculation of certain tax assets and liabilities which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as interest and penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period.

Significant management judgment is also required in determining whether deferred tax assets will be realized in full or in part. When it is more-likely-than-not that all or some portion of specific deferred tax assets such as net operating losses or foreign tax credit carryforwards will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that cannot be realized. We consider all available positive and negative evidence on a jurisdiction-by-jurisdiction basis when assessing whether it is more likely than not that deferred tax assets are recoverable. We consider evidence such as our past operating results, the existence of losses in recent years and our forecast of future taxable income. In the fourth quarter of fiscal 2012 we released the valuation allowance for the majority of our U.S. deferred tax assets. At October 31, 2014, we continue to recognize a valuation allowance for certain U.S. state and foreign deferred tax assets. We intend to maintain a valuation allowance in these jurisdictions until sufficient positive evidence exists to support its reversal.

We have not provided for all U.S. federal income and foreign withholding taxes on the undistributed earnings of some of our foreign subsidiaries because we intend to reinvest such earnings indefinitely. Should we decide to remit this income to the U.S. in a future period, our provision for income taxes will increase materially in that period.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. The ultimate resolution of tax uncertainties may differ from what is currently estimated, which could result in a material impact on income tax expense. If our estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. We include interest and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of operations.

As a part of our accounting for business combinations, intangible assets are recognized at fair values and goodwill is measured as the excess of consideration transferred over the net estimated fair values of assets acquired. Impairment charges associated with goodwill are generally not tax deductible and will result in an increased effective income tax rate in the period that any impairment is recorded. Amortization expenses associated with acquired intangible assets are generally not tax deductible and therefore deferred tax liabilities have been recorded for non-deductible amortization expenses as a part of the accounting for business combinations.

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Adoption of New Pronouncements

See Note 2, "New Accounting Pronouncements," to the consolidated financial statements for a description of new accounting pronouncements.

Restructuring and Exit of NMR Business

 

During the fourth quarter of fiscal year 2014, we made the decision to cease the manufacture and sale of our nuclear magnetic resonance (“NMR”) product line within our life sciences and diagnostics segment. The exit of the NMR business was primarily due to the lack of growth and profitability of the product line. In connection with the exit, we have recorded approximately $68 million in restructuring and other related costs associated with the closure of NMR. These costs are comprised of severance and other personnel costs related to the workforce reduction of approximately 300 employees primarily located in the United Kingdom and California and non-cash charges related to intangible asset impairments and other asset write-downs including inventory. We expect to substantially complete these restructuring activities by the end of fiscal 2016. The exit of the NMR business is expected to result in a positive impact of approximately $10 million in operating profit in fiscal year 2015. As of October 31, 2014, substantially all employees are pending termination under the above actions and approximately $2 million was paid under the above actions.

In the second quarter of 2013, we accrued for a targeted restructuring program to reduce Agilent's total headcount by approximately 450 regular employees, representing approximately 2 percent of our global workforce. In the fourth quarter of fiscal year 2013, Agilent announced plans to separate the electronic measurement business from Agilent which was completed on November 1, 2014. As a result, approximately 50 employees from the targeted restructuring plan have been redeployed within the company, reducing the total headcount under this plan to 400 employees. The timing and scope of workforce reductions will vary based on local legal requirements. When completed the restructuring program expected to result in an approximately $50 million reduction in annual cost of sales and operating expenses over the three business segments. In addition we have been streamlining our manufacturing operations. As part of this action, we anticipate the reduction of approximately 250 positions to reduce our annual cost of sales.

For the year ended October 31, 2014 we reversed $4 million in restructuring charges associated with employees that have been redeployed within the company. Within the U.S, we have substantially completed these restructuring activities.  Internationally, we expect to complete almost all of these restructuring activities by the end of the first quarter of fiscal 2015. As of October 31, 2014, approximately 70 employees, including Keysight employees, are pending termination and approximately $46 million was been paid under the above actions. In the year ended October 31, 2014, we have realized the expected savings within our three business segments as a result of these restructuring activities.

Foreign Currency

Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates as a result of our global operating and financing activities. We hedge revenues, expenses and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short term and anticipated basis. We do experience some fluctuations within individual lines of the consolidated statement of operations and balance sheet because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, monetary assets and liabilities. Our hedging program is designed to hedge currency movements on a relatively short-term basis (up to a rolling twelve month period). Therefore, we are exposed to currency fluctuations over the longer term. To the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, Agilent may enter into foreign exchange contracts to reduce the risk that currency movements will impact the U.S. dollar cost of the transaction.

Results from Operations

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Orders and Net Revenue

	Years Ended October 31,												2014 over 2013 % Change		2013 over 2012 % Change
	2014				2013				2012
	(in millions)
Orders	$	7,134			$	6,827			$	6,877			4%		(1)%
Net revenue:
Products	$	5,686			$	5,534			$	5,659			3%		(2)%
Services and other	$	1,295			$	1,248			$	1,199			4%		4%
Total net revenue	$	6,981			$	6,782			$	6,858			3%		(1)%

 

	Years Ended October 31,									2014 over 2013 Ppts Change		2013 over 2012 Ppts Change
	2014			2013			2012
% of total net revenue:
Products	81	%		82	%		83	%		(1) ppt		(1) ppt
Services and other	19	%		18	%		17	%		1 ppt		1 ppt
Total	100	%		100	%		100	%

In general, recorded orders represent firm purchase commitments from our customers with established terms and conditions for products and services that will be delivered within six months.

Agilent's total orders in 2014 were $7,134 million, an increase of 4 percent when compared to 2013. Foreign currency movements had an unfavorable impact of approximately 1 percentage point for the year ended October 31, 2014 when compared to 2013. Within our life sciences and diagnostics business orders increased 5 percent in 2014 compared to 2013. Chemical analysis orders increased 6 percent in 2014 when compared to 2013 and electronic measurement businesses orders increased 3 percent when compared to 2013. Agilent's total orders in 2013 were $6,827 million, a decrease of 1 percent when compared to 2012. Foreign currency movements had an unfavorable impact of approximately 2 percentage points for the year ended October 31, 2013 when compared to 2012. The increase in orders associated with the Dako acquisition accounted for approximately 3 percentage points of order growth for the year ended 2013 when compared to 2012.

Agilent's net revenue of $6,981 million in 2014 increased 3 percent when compared to 2013. Foreign currency movements for 2014 had an unfavorable impact of approximately 1 percentage point compared to 2013. Within our life sciences and diagnostics business revenue increased 3 percent in 2014 compared to 2013. There was growth in demand for life sciences and diagnostics products and services led by pharmaceutical and biotechnology and clinical markets. There was a decrease in demand from the life science research for the year ended October 31, 2014, when compared to the prior year. Within our chemical analysis business revenue grew 5 percent in 2014 compared with the prior year. There was a strong increase in revenue from the food safety and forensics with environmental and petrochemical markets also showing increases at a more modest level when compared to the prior year. Within electronic measurement, total revenue increased when compared to the prior year by 2 percent. General purpose markets increased with computer and semi-conductor markets improving, but aerospace and defense was down when compared to 2013. Also within electronic measurement, the communications test business increased for the year ended October 31, 2014 when compared to the prior year with wireless manufacturing growing strongly and R&D showing a moderate shortfall compared to the prior year. Agilent's net revenue of $6,782 million decreased 1 percent in 2013 when compared to 2012. Foreign currency movements for 2013 had an unfavorable impact of approximately 1 percentage point compared to 2012. Revenue associated with the Dako acquisition accounted for approximately 4 percentage points of the revenue growth for the year ended October 31, 2013 when compared to 2012.

Services and other revenue include revenue generated from servicing our installed base of products, warranty extensions and consulting. Services and other revenue increased 4 percent in 2014 as compared to 2013 . The service and other revenue growth is impacted by a portion of the revenue being driven by the current and previously installed produce base. Service and other revenue increased due to increased service contract renewals and laboratory productivity services, but revenue from the sale of extended warranties within our electronic measurement business was flat due to the extension of standard terms from one year to three years in 2013. Services and other revenue increased 4 percent in 2013 as compared to 2012 .

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Backlog

Backlog represents the amount of revenue expected from orders that have already been booked, including orders for goods and services that have not been delivered to customers, orders invoiced but not yet recognized as revenue, and orders for goods that were shipped but not invoiced, awaiting acceptance by customers.

On October 31, 2014 , our unfilled backlog for the chemical analysis business was approximately $430 million, as compared to approximately $380 million at October 31, 2013 . Within our life sciences and diagnostics business, our unfilled backlog was approximately $530 million on October 31, 2014 as compared to approximately $520 million at October 31, 2013 .

On October 31, 2014 , our unfilled backlog for the electronic measurement business was approximately $780 million, as compared to approximately $760 million at October 31, 2013 . It is expected that the unfilled backlog will be fulfilled by Keysight which separated from Agilent on November 1, 2014.

We expect that a majority of the unfilled backlog for all businesses will be delivered to customers within six months. On average, our unfilled backlog represents approximately three months' worth of revenues. We believe backlog on any particular date, while indicative of short-term revenue performance, is not necessarily a reliable indicator of medium or long-term revenue performance.

Costs and Expenses

	Years Ended October 31,									2014 over 2013 Change		2013 over 2012 Change
	2014			2013			2012
Gross margin on products	53.0	%		53.5	%		53.9	%		(1) ppt		—
Gross margin on services and other	44.8	%		46.2	%		46.1	%		(1) ppt		—
Total gross margin	51.5	%		52.1	%		52.6	%		(1) ppt		—
Operating margin	11.9	%		14.0	%		16.3	%		(2) ppts		(2) ppts

(in millions)
Research and development	$	719			$	704			$	668			2%		5%
Selling, general and administrative	$	2,043			$	1,880			$	1,817			9%		3%

In 2014, total gross margins decreased one percentage point when compared to the same period last year. Gross margins in our life sciences and diagnostics business were relatively flat, up in our chemicals analysis business and down within our electronic measurement business for the year ended October 31, 2014 when compared to 2013. There were changes in gross margin due to higher inventory charges driven by the exit of the NMR business, expenditures to address an FDA warning letter, increased warranty costs and product discounts offset by favorable manufacturing overhead costs. Operating margins declined by 2 percentage point in the year ended October 31, 2014 when compared to the same period last year. The overall decline in operating margin for the year ended October 31, 2014 was mostly due to pre-separation costs. Operating margins within our life sciences and diagnostics business was down and in the chemical analysis business operating margins increased for the year ended October 31, 2014 when compared to 2013. Within electronic measurement operating margins was flat for the year ended October 31, 2014 when compared to 2013.

In 2013, total gross margin was flat in comparison to 2012. Increased costs, in particular, intangible amortization from the acquisition of Dako, restructuring expenses and inventory charges were offset by a decrease in variable and incentive pay. Operating margins in 2013 decreased 2 percentage points compared to 2012 as a result of increased operating expenses associated with the Dako acquisition, including increased intangible asset amortization, restructuring costs, higher wages and increased inventory charges offset by lower variable and incentive pay. This was the result of maintaining cost control through a decrease in variable and incentive pay while absorbing increases in expenditure from Dako and wage increases.

Gross inventory charges were $79 million in 2014, $48 million in 2013 and $30 million in 2012. Sales of previously written down inventory were $9 million in 2014, $7 million in 2013 and $5 million in 2012.

Our research and development efforts focus on potential new products and product improvements covering a wide variety of technologies, none of which is individually significant to our operations. We conduct five types of research and development: basic research, foundation technologies, communications, life sciences and measurement. Our research seeks to improve on various

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technical competencies in electronics, photonics, software, systems and solutions and life sciences. In each of these research fields, we conduct research that is focused on specific product development for release in the short-term as well as other research that is intended to be the foundation for future products over a longer time-horizon. Some of our product development research is designed to improve on the more than 20,000 products already in production, focus on major new product releases, and develop new product segments for the future. Due to the breadth of research and development projects across all of our businesses, there are a number of drivers of this expense. We remain committed to invest significantly in research and development and have focused our development efforts on key strategic opportunities to align our business with available markets and position ourselves to capture market share.

Research and development expenditures increased 2 percent in 2014 compared to 2013. R&D expenditure increased within our life sciences and diagnostics and chemical analysis businesses with investments for product and software R&D together with wage increases and higher variable pay. Within our electronic measurement business there was a reduction in R&D expenditure within electronic measurement business due to savings from prior year's restructuring. Research and development expenditures increased 5 percent in 2013 compared to 2012. Increased expenditure was due to our continued investment in new product development and technologies, increased costs due to Dako, restructuring costs and wage increases, partially offset by lower variable and incentive pay. We remain committed to invest in research and development and have focused our development efforts on key strategic opportunities in order to align our business with available markets and position ourselves to capture market share.

Selling, general and administrative expenses increased 9 percent in 2014 compared to 2013. Selling, general and administrative expenditure increased mostly due to pre-separation costs with other increases in wages, higher commissions and investments in sales channel coverage partially offset by an $11 million gain on sale of land and savings due to restructuring charges incurred in the prior year. Selling, general and administrative expenses increased 3 percent in 2013 compared to 2012. Increases were due to the acquisition of Dako, including amortization of intangible assets, wage increases and investments in sales channel coverage in emerging geographies and restructuring costs offset by decreases in variable and incentive pay.

Interest expense for the years ended October 31, 2014, 2013 and 2012 was $113 million, $107 million and $101 million, respectively, and relates to the interest charged on our senior notes offset by the amortization of deferred gains recorded upon termination of interest rate swap contracts.

At October 31, 2014, our headcount was approximately 21,400 compared to 20,600 in 2013 and 20,500 in 2012. Following the separation of Keysight from Agilent our headcount will be approximately 12,000.

Other income (expense)

For the year ended October 31, 2014 other income (expense), net includes a net loss on the early redemption of the 2015 senior notes and partial redemption of the 2017 notes of $89 million consisting of the prepayment penalties of $108 million, $3 million of accelerated amortization of debt issuance costs and discount and the accelerated amortization of interest rate swap gains of $22 million.

Income Taxes

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Provision (benefit) for income taxes	$	142			$	135			$	(110	)

For 2014, the effective tax rate was 22 percent. The 22 percent effective tax rate is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in particular Singapore where we enjoy tax holidays. The impact of the tax holidays decreased income taxes by $76 million in 2014. In the fourth quarter we recorded an out of period tax expense of $13 million tax for corrections to U.S. deferred taxes. In the third quarter we recorded out of period adjustments consisting of a $9 million tax benefit related to the correction of the tax basis of land in the UK and a $3 million tax expense to correct tax related balance sheet accounts. In the second quarter we recorded an out of period adjustment to tax expense of approximately $12 million for correction of transfer pricing for tax years 2012 and 2013. These corrections are not considered material to current or prior periods. The effective tax rate increased by 6 percent over the previous year primarily due to lower earnings in non-US jurisdictions taxed a lower statutory rates, the out of period adjustments listed above and the impact of non-deductible costs related to the separation of Keysight of $17 million.

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For 2013, the effective tax rate was 16 percent. The 16 percent effective tax rate is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in particular Singapore where we enjoy tax holidays. The impact of the tax holidays decreased income taxes by $127 million in 2013. The effective tax rate also included a $12 million out-of-period adjustment to increase tax expense, recognized in the second quarter of 2013, associated with the write off of deferred tax assets related to foreign tax credits incorrectly claimed in prior years.

For 2012, the effective tax rate was a benefit of 11 percent. The 11 percent effective tax rate benefit reflected tax on earnings in jurisdictions that had low effective tax rates and included a $280 million tax benefit due to the reversal of a valuation allowance for most U.S. federal and state deferred tax assets. Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. In the fourth quarter of 2012, management concluded that the valuation allowance for most of Agilent's U.S. federal and state deferred tax assets was no longer needed primarily due to the emergence from cumulative losses in recent years, the return to sustainable U.S. operating profits and the expectation of sustainable profitability in future periods. As of October 31, 2012, the cumulative positive evidence outweighed the negative evidence regarding the likelihood that most of the deferred tax asset for Agilent's U.S. consolidated income tax group will be realized. Accordingly, we recognized a non-recurring tax benefit of $280 million relating to the valuation allowance reversal. The effective tax rate also included a non-recurring tax expense of $88 million relating to an increase in the overall residual U.S. tax expected to be imposed upon the repatriation of unremitted foreign earnings previously considered permanently reinvested. During the fourth quarter of 2012, we assessed the forecasted cash needs and overall financial position of our foreign subsidiaries and determined that a portion of previously permanently reinvested earnings would no longer be reinvested overseas. The effective tax rate was also reduced by a $68 million tax benefit primarily associated with the recognition of previously unrecognized tax benefits and the reversal of the related interest accruals due to the reassessment of certain uncertain tax positions relating to foreign jurisdictions.

Agilent enjoys tax holidays in several different jurisdictions, most significantly in Singapore. The tax holidays provide lower rates of taxation on certain classes of income and require various thresholds of investments and employment or specific types of income in those jurisdictions. The tax holidays are due for renewal between 2015 and 2023. The Keysight entity in Singapore has not obtained a tax holiday to date. Accordingly, income tax expense has been recorded on its fourth quarter earnings at the statutory rate. As a result of the incentives, the impact of the tax holidays decreased income taxes by $76 million, $127 million, and $122 million in 2014, 2013, and 2012, respectively. The benefit of the tax holidays on net income per share (diluted) was approximately $0.23, $0.37, and $0.35 in 2014, 2013 and 2012, respectively.

In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. If our estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. We include interest and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of operations.

In the U.S., tax years remain open back to the year 2008 for federal income tax purposes and the year 2000 for significant states. On January 29, 2014 we reached an agreement with the IRS for the tax years 2006 through 2007. The settlement resulted in the recognition of previously unrecognized tax benefits of $160 million, offset by a tax liability on foreign distributions of approximately $148 million principally related to additional foreign earnings that were recognized in conjunction with the settlement. Agilent's U.S. federal income tax returns for 2008 through 2011 are currently under audit by the IRS.

In connection with the settlement of the 2006-2007 IRS audit, we identified during the first quarter of fiscal year 2014 an overstatement of approximately $65 million in our long-term tax liabilities. The overstatement was recorded in 2008 as a cumulative effect of a change in accounting principle when we adopted Accounting Standard Codification 740-10, Income Taxes. Accordingly, we corrected the error by reducing long-term tax liabilities and increasing retained earnings by $65 million in the first quarter of fiscal 2014. The correction had no impact on net income or cash flows in any prior period and is not considered material to total liabilities or equity in any prior period.

In other major jurisdictions where the company conducts business, the tax years generally remain open back to the year 2003.  With these jurisdictions and the U.S., it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next twelve months due to either the expiration of a statute of limitation or a tax audit settlement.  Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, management is unable to estimate the range of possible changes to the balance of our unrecognized tax benefits.

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Segment Overview

Through October 31, 2014, we have three business segments comprised of the life sciences and diagnostics business, the chemical analysis business and the electronic measurement business.

Life Sciences and Diagnostics

Our life sciences and diagnostics business provides application-focused solutions that include reagents, instruments, software, consumables, and services that enable customers to identify, quantify and analyze the physical and biological properties of substances and products, as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular level. Key product categories include: liquid chromatography ("LC") systems, columns and components; liquid chromatography mass spectrometry ("LCMS") systems; laboratory software and informatics systems; laboratory automation and robotic systems; dissolution testing; nucleic acid solutions; Nuclear Magnetic Resonance, and X-Ray Diffraction systems; services and support for the aforementioned products; immunohistochemistry; In Situ Hybridization;  Hematoxylin and Eosin staining; special staining, DNA mutation detection; genotyping; gene copy number determination; identification of gene rearrangements; DNA methylation profiling; gene expression profiling; next generation sequencing target enrichment; and automated gel electrophoresis-based sample analysis systems. We also collaborate with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also called companion diagnostics, with the potential of identifying patients most likely to benefit from a specific targeted therapy.

Orders and Net Revenue

	Years Ended October 31,												2014 over 2013 Change		2013 over 2012 Change
	2014				2013				2012
	(in millions)
Orders	$	2,424			$	2,319			$	1,993			5%		16%
Net revenue from products	$	1,914			$	1,868			$	1,578			2%		18%
Net revenue from services and other	458				432				406				6%		6%
Total net revenue	$	2,372			$	2,300			$	1,984			3%		16%

Life sciences and diagnostics orders in 2014 grew 5 percent compared to 2013. Foreign currency movements had a negligible impact on order growth when compared to the prior year. Order results were led by solid demand in the LC, services and consumables portfolios, along with strength in LCMS, nucleic acid, genomics and informatics. Geographically, orders grew 5 percent in the Americas, grew 9 percent in Europe, declined 9 percent in Japan, and grew 2 percent in Asia Pacific excluding Japan during 2014 when compared to 2013. Life sciences and diagnostics orders in 2013 increased 16 percent compared to 2012. Foreign currency movements had an unfavorable impact of 2 percentage points on order growth when compared to the prior year. Excluding the impact of the Dako acquisition, order growth of 4 percent in 2013 was driven by strength in LC, genomics, services and consumables, partially offset by declines in LCMS and research products.

Life sciences and diagnostics net revenue in 2014 increased 3 percent compared to 2013. Foreign currency movements for 2013 had a negligible impact on revenue growth when compared to the prior year. Revenue growth was led by strength in genomics, LC, consumables and services portfolios. Geographically, revenue grew 3 percent in the Americas, grew 5 percent in Europe, declined 1 percent in Japan, and grew 3 percent in Asia Pacific excluding Japan during 2014 when compared to 2013. The economic recovery and improved government spending continued to drive growth in the Americas. Increased spending for life science research in China drove the moderate growth in Asia Pacific excluding Japan, while Japan reflected the unfavorable impact of currency and lower government spending. Life sciences and diagnostics revenue in 2013 increased 16 percent compared to 2012. Foreign currency movements for 2013 had an unfavorable impact of 1 percentage point compared to 2012. Excluding the impact of the Dako acquisition, revenue growth of 3 percent was led by strength in LC, consumables and services, partially offset by declines in LCMS and research products.

End market performance reflected mixed growth across markets in 2014. Pharmaceutical and biotechnology market growth was driven by technology refreshes and continued specialty pharmaceutical demand. Despite budget restrictions in most pharmaceutical companies, technology refresh programs in large and mid-size pharmaceutical companies continue to drive traditional replacement business to move to the latest technologies. In life science research, improved government spending on

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capital equipment in the U.S., China and Europe in the second half of 2014 was not enough to offset the softness in research in the first half and in Japan. The first half of 2014 was impacted by slow releasing budgets particularly in the U.S. and China. The diagnostics and clinical market reflected solid demand for CGH microarray and target enrichment solutions and sustained growth in pathology. Applied markets grew moderately with good demand in forensics and food boosted by increased government spending in the U.S.

Looking forward, we are optimistic about our growth opportunities in the life sciences and diagnostics markets as our broad portfolio of products and solutions are well suited to address customer needs. We continue to invest in expanding and improving our applications and solutions portfolio. We expect low spending levels to continue in life science research markets, but we expect businesses such as consumables and services and the continued need to refresh instrumentation with high sensitivity and increased throughput to partially offset this effect. We remain positive about our growth in our clinical and clinical research markets, as adoption of our SureSelect and HaloPlex sequencing target enrichment solutions continue. We expect that there will be a positive impact of approximately 1 percentage point to operating margin in fiscal year 2015 as we complete the exit of our NMR business.

Gross Margin and Operating Margin

The following table shows the life sciences and diagnostics business' margins, expenses and income from operations for 2014 versus 2013 , and 2013 versus 2012 .

	Years Ended October 31,									2014 over 2013 Change		2013 over 2012 Change
	2014			2013			2012
Total gross margin	54.1	%		54.3	%		53.3	%		—		1 ppt
Operating margin	15.8	%		16.4	%		14.8	%		(1) ppt		2 ppts

(in millions)
Research and development	$	244			$	228			$	195			7%		17%
Selling, general and administrative	$	664			$	645			$	567			3%		14%
Income from operations	$	376			$	377			$	295			—		28%

Gross margins in 2014 were relatively flat compared to 2013. Gross margins reflect favorable product mix, lower inventory charges, entirely offset by costs to address the FDA warning letter and higher infrastructure expenses and wage increases. Gross margins increased 1 percentage point in 2013 compared to 2012. The increase in gross margins was mainly due to the impact of the Dako acquisition, along with favorable volume and lower infrastructure expenses partially offset by unfavorable product mix.

Research and development expenses increased 7 percent in 2014 compared to 2013 due to greater investments in software and next generation products, higher infrastructure expenses, wage increases and higher variable pay. Research and development expenses increased 17 percent in 2013 compared to 2012. The increase was primarily due to the impact of the Dako acquisition.

Selling, general and administrative expenses increased 3 percent in 2014 compared to 2013 due to higher commissions, higher infrastructure expenses partially offset by workforce reductions. Selling, general and administrative expenses increased 14 percent in 2013 compared to 2012. The increase was primarily due to the impact of the Dako acquisition.

Operating margins decreased 1 percentage point in 2014 compared to 2013 on higher revenue offset by increased operating expenses. Our NMR business, which we made a decision to exit at the end of the fiscal year, had an unfavorable impact of approximately 2 percentage points on operating margin for fiscal year 2014. Operating margins increased by 2 percentage points in 2013 compared to 2012. The increases were mainly due to the impact of the Dako acquisition and favorable gross profit from higher revenue.

Income from Operations

Income from operations in 2014 decreased by $1 million on a revenue increase of $72 million. Income from operations in 2013 increased by $82 million or 28 percent on a revenue increase of $316 million, a 26 percent year-over-year operating margin incremental. Operating margin incremental is measured by the increase in income from operations compared to the prior period divided by the increase in revenue compared to the prior period.

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Chemical Analysis

Our chemical analysis business provides application-focused solutions that include instruments, software, consumables, and services that enable customers to identify, quantify and analyze the physical and biological properties of substances and products. Key product categories in chemical analysis include: gas chromatography (GC) systems, columns and components; gas chromatography mass spectrometry (GC-MS) systems; inductively coupled plasma mass spectrometry (ICP-MS) instruments; atomic absorption (AA) instruments; inductively coupled plasma optical emission spectrometry (ICP-OES) instruments; molecular spectroscopy instruments; software and data systems; vacuum pumps and measurement technologies; services and support for our products.

Orders and Net Revenue

	Years Ended October 31,												2014 over 2013 Change		2013 over 2012 Change
	2014				2013				2012
	(in millions)
Orders	$	1,747			$	1,642			$	1,604			6%		2%
Net revenue from products	$	1,292			$	1,232			$	1,219			5%		1%
Net revenue from services and other	384				362				340				6%		6%
Total net revenue	$	1,676			$	1,594			$	1,559			5%		2%

Chemical analysis orders in 2014 increased 6 percent when compared to 2013. Foreign currency movements for 2014 had an unfavorable impact of 1 percentage point compared to 2013. Order results showed positive performance in high-end gas chromatographs, spectroscopy instruments, services and consumables. Strength in these areas was offset by declines in mid-range, micro gas chromatographs and vacuum products. Geographically, orders grew 6 percent in the Americas, increased 9 percent in Europe, declined 1 percent in Japan (includes unfavorable currency impact of 11 percentage points), and grew 6 percent in Asia Pacific excluding Japan during 2014 when compared to 2013. In the Americas the performance was primarily due to the improved demand from government as well as private sector in the second half of the year. Total Asia Pacific orders reflected continued weakness in Japan orders offset by continued growth in both China and India. Chemical analysis orders in 2013 increased 2 percent compared to 2012; orders were led by positive growth in services, consumables, and ICP-MS instruments which was partially offset by declines in GC-MS systems and flat orders in vacuum pump products.

Chemical analysis revenue in 2014 increased 5 percent compared to 2013. Foreign currency movements for 2014 had an unfavorable impact of 1 percentage point compared to 2013. Revenue growth was led by strength in high-end GC’s and AA-OES instruments; this was partially offset by weakness in micro/ mid-range GC’s and vacuum products. Geographically, revenue grew 4 percent in the Americas, grew 10 percent in Europe, grew 1 percent in Japan (including a 12 percentage point unfavorable currency impact), and grew 3 percent in Asia Pacific excluding Japan over 2013. Chemical analysis revenue grew 2 percent in 2013 compared to 2012. Revenue growth was led by services and consumables. In the instruments, GC and GC-MS weaknesses were offset by strength in ICP-MS and AA-OES.

Chemical analysis saw positive growth in all the key end markets. Growth was led by food testing where the demand to export safe and high quality food in emerging markets remains strong, and improved government funding in the Americas and Europe continue to drive strength for demand of spectroscopes and high-end gas chromatograph instruments. Government spend in the developed countries has improved in the second half of the year, and is driving the growth in forensics and environmental markets. Chemical and energy end markets saw low single digit growth in 2014 compared to 2013, driven primarily by softness in the industrial markets. In forensics, the spread of designer drugs continues to drive the need for high-sensitivity testing which is positively impacting the growth of GC-MS systems, particularly in US and Japan. Environmental and food testing demand grew due to an increased regulatory environment in China and other developing economies.

 

While the economic environment still remains uncertain, the second half results of 2014 reflect a positive outlook for the chemical analysis core end markets. We will continue to invest in research and development, and seek to expand our position in developing countries and emerging markets. New instrument launches over the next twelve months, as well as continued market acceptance of our new products released in 2014 (new 5100 ICPOES, 7010 GCMS and 7200 GC Q-TOF), should help with our product differentiation and competitive position.

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Gross Margin and Operating Margin

The following table shows the chemical analysis business's margins, expenses and income from operations for 2014 versus 2013 , and 2013 versus 2012 .

	Years Ended October 31,									2014 over 2013 Change		2013 over 2012 Change
	2014			2013			2012
Total gross margin	52.6	%		51.7	%		51.4	%		1 ppt		—
Operating margin	23.1	%		22.3	%		21.7	%		1 ppt		1 ppt

(in millions)
Research and development	$	102			$	94			$	93			8%		2%
Selling, general and administrative	$	393			$	374			$	371			5%		1%
Income from operations	$	387			$	355			$	338			9%		5%

Gross margins increased in 2014 almost 1 percentage point compared to 2013; unfavorable foreign currency movements, higher product discounts, and wage increases were more than offset by favorable manufacturing overhead costs and favorable revenue volume. Gross margins in 2013 were flat compared to 2012. Higher product discounts and unfavorable foreign currency movements were offset by favorable manufacturing overhead costs and favorable revenue volume.

Research and development expenses increased 8 percent in 2014 when compared to 2013; however remained flat as a percentage of revenue, as we continue to make investments in product R&D. Research and development expenses increased 2 percent in 2013 compared to 2012 driven by our continued investment in instrument products.

Selling, general and administrative expenses increased 5 percent in 2014 compared to 2013. The increase was mainly due to higher infrastructure expenses, wage increases, and higher commissions partially offset by favorable currency impact. Selling, general and administrative expenses increased 1 percent in 2013 compared to 2012, mainly due to higher infrastructure expenses and commissions partially offset by reduced discretionary expenses including marketing programs and travel.

 

Operating margins increased by 1 percentage point in 2014 compared to 2013. The increase was due to higher revenue and improved gross margins. Operating margins increased by 1 percentage point in 2013 compared to 2012.

Income from Operations

Income from operations in 2014 increased by $32 million or 9 percent compared to 2013 on a revenue increase of $82 million, a 39 percent year-over-year operating margin incremental. Income from operations in 2013 increased by $17 million or 5 percent compared to 2012 on a revenue increase of $35 million, a 49 percent year-over-year operating margin incremental.

Electronic Measurement

Our electronic measurement business provides electronic measurement instruments and systems, software design tools and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment, and microscopy products. Related services include start-up assistance, instrument productivity and application services and instrument calibration and repair. We also offer customization, consulting and optimization services throughout the customer's product lifecycle.

Orders and Net Revenue

	Years Ended October 31,												2014 over 2013 Change		2013 over 2012 Change
	2014				2013				2012
	(in millions)
Orders	$	2,963			$	2,866			$	3,280			3%		(13)%
Net revenue from products	$	2,480			$	2,434			$	2,862			2%		(15)%
Net revenue from services and other	453				454				453				—		—
Total net revenue	$	2,933			$	2,888			$	3,315			2%		(13)%

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Electronic measurement orders increased 3 percent in 2014 compared to 2013. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year compare. Orders increased in all market segments in 2014 compared to 2013 including aerospace and defense; industrial, computer, and semiconductor test; and communications test. On a geographic basis, orders grew 11 percent in Asia Pacific excluding Japan, 6 percent in Europe and 3 percent in the Americas compared to 2013. Japan orders declined 16 percent year-over-year, declining 9 percent year-over-year in local currency compared to 2013. Asia Pacific excluding Japan increased in all market segments. The increase in the Americas was driven by strong aerospace and defense orders. Electronic measurement orders declined 13 percent in 2013 compared to 2012. Orders were lower for all market segments, including aerospace and defense; industrial, computer, and semiconductor test; and communications test.

Electronic measurement revenues increased 2 percent in 2014 compared to 2013 with modest growth in industrial, computer and semiconductor test, and communication test partially offset by decline in the aerospace and defense revenue. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year compare. Revenue from Asia Pacific excluding Japan grew 8 percent driven by growth in communication test and industrials, computer and semiconductor test. Europe revenue increased 5 percent year-over-year from growth in communications test. Americas declined 3 percent year-over-year with lower aerospace and defense and communications test. Japan declined 9 percent year-over-year, with declines in all market segments. Revenue from products increased 2 percent in 2014 compared to 2013 while service related revenue was flat. Growth in calibration services and remarketing sales of used equipment were partially offset by declines in the equipment repair business due to the move from a one to three year product warranty. Electronic measurement revenue declined 13 percent in 2013 compared to 2012 primarily on lower wireless manufacturing and industrial, computer and semiconductor test demand.

General purpose test revenue, representing approximately 66 percent of electronic measurement business, increased year-over-year. Growth in industrial, computer, and semiconductor test demand was partially offset by declines in the aerospace and defense business. Aerospace and defense business, while down for the full fiscal year, had positive growth in the last two fiscal quarters. The computer and semiconductor increase was driven by investment in capacity growth and the overall strength in the semiconductor market. The industrial test business grew for the year with particular strength in the last fiscal quarter driven by growth in the Americas and Asia Pacific excluding Japan. In 2013, general purpose test revenue, representing approximately 66 percent of electronic measurement business, declined year-over-year on weak industrial, computer, and semiconductor test demand.

Communications test revenue, representing approximately 34 percent of total electronic measurement, increased year over year with increases in wireless manufacturing and broadband communications business partially offset by modest declines in Wireless R&D. Wireless manufacturing growth continues to be driven by 4G base station investments, mainly for China. Broadband showed solid growth impacted by demand for datacom bandwidth. Wireless R&D continues to be affected by cautious customer spending driven by consolidation and restructuring activities throughout the industry, across device, network equipment, chipset and component manufacturers. In 2013, communications test represented approximately 34 percent of total electronic measurement revenue. Revenue declined year-over-year due to significantly lower wireless manufacturing demand and modest declines in wireless R&D.

 

Gross Margin and Operating Margin

The following table shows the electronic measurement business's margins, expenses and income from operations for 2014 versus 2013 and 2013 versus 2012 .

	Years Ended October 31,									2014 over 2013 Change		2013 over 2012 Change
	2014			2013			2012
Total gross margin	55.7	%		56.9	%		56.9	%		(1) ppt		—
Operating margin	19.1	%		18.9	%		22.7	%		—		(4) ppts

(in millions)
Research and development	$	358			$	365			$	375			(2)%		(3)%
Selling, general and administrative	$	717			$	733			$	761			(2)%		(4)%
Income from operations	$	559			$	544			$	751			3%		(28)%

Gross margins declined 1 percentage point in 2014 compared to 2013 on slightly higher revenue. Higher inventory charges and an increase in three year warranty costs were the primary reasons for the lower gross margins. Gross margins were flat in 2013 compared to 2012 on lower revenue. A decline in variable and incentive pay and reduced infrastructure spending were offset by higher inventory charges and wage increases.

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 Research and development expenses declined 2 percent in 2014 compared to 2013. Reductions were the result of lower infrastructure costs. Research and development expenses declined 3 percent in 2013 compared to 2012. Reductions in development spending, variable and incentive pay, and infrastructure related expenses, and the favorable impact of currency movements were partially offset by investments in acquisitions and wage increases.

Selling, general and administrative expenses decreased 2 percent in 2014 compared to 2013 . Reductions in infrastructure costs and the favorable impact of currency movements were partially offset by increases in marketing communications and travel. Selling, general and administrative expenses decreased 4 percent in 2013 compared to 2012. Reductions in discretionary spending, lower variable and incentive pay, and the favorable impact of currency movements were partially offset by wage increases.

Operating margins were flat in 2014 compared to 2013 with revenue growth offset by lower gross margins. Operating margins declined by 4 percentage points in 2013 compared to 2012 on lower revenue partially offset by reduced operating expenses.

Income from Operations

Income from operations in 2014 increased by $15 million or 3 percent compared to 2013 on a revenue increase of $45 million, a 33 percent year-over-year operating margin incremental, reflecting the impact of higher revenue and expense reductions. Income from operations in 2013 decreased by $207 million or 28 percent compared to 2012 on a revenue decrease of $427 million, a 48 percent year-over-year operating margin decrement, reflecting the net impact of lower revenue partially offset by expense reductions.

Financial Condition

Liquidity and Capital Resources

Our financial position as of October 31, 2014 consisted of cash and cash equivalents of $3,028 million as compared to $2,675 million as of October 31, 2013.

As of October 31, 2014, approximately $2,397 million of our cash and cash equivalents is held outside of the U.S. in our foreign subsidiaries. Most of the amounts held outside of the U.S. could be repatriated to the U.S. but, under current law, would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. Agilent has accrued for U.S. federal and state tax liabilities on the earnings of its foreign subsidiaries except when the earnings are considered indefinitely reinvested outside of the U.S. Repatriation could result in additional material U.S. federal and state income tax payments in future years. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed.

On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014. The separation agreement provided that prior to the distribution, Keysight made a cash distribution to Agilent in an amount equal to $900 million. The distribution of such cash to Agilent was intended to be a return of capital to Agilent that ensures that Keysight had approximately $700 million of total cash immediately following distribution.

On June 21, 2012, we completed the acquisition of Dako A/S through the acquisition of 100% of the share capital of Dako A/S, a limited liability company incorporated under the laws of Denmark (“Dako”), under the share purchase agreement, dated May 16, 2012. As a result of the acquisition, Dako has become a wholly-owned subsidiary of Agilent. The consideration paid was approximately $2,143 million, $1,400 million was paid directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded the acquisition using existing cash. The acquisition has been accounted for in accordance with the authoritative accounting guidance and the results of Dako are included in Agilent's consolidated financial statements from the date of acquisition.

We believe our cash and cash equivalents, cash generated from operations, and ability to access capital markets and credit lines will satisfy, for at least the next twelve months, our liquidity requirements, both globally and domestically, including the following: working capital needs, capital expenditures, business acquisitions, stock repurchases, cash dividends, contractual obligations, commitments, principal and interest payments on debt, and other liquidity requirements associated with our operations.

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $711 million in 2014 as compared to $1,152 million provided in 2013 and $1,228 million provided in 2012. We paid approximately net taxes of $131 million in 2014, as compared to net $110 million in taxes in 2013 and net $86 million in 2012. Operating cash flows in 2014 were impacted by pre-separation costs and separation

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related taxes, the redemption of senior notes including payments related to accrued interest and the timing of the purchase of shares under the employee stock purchase plan.

In 2014, the change in accounts receivable used cash of $119 million, provided cash of $14 million in 2013 and provided cash of $19 million in 2012. Days' sales outstanding were 49 days in 2014, 47 days in 2013 and 47 days in 2012. The change in accounts payable provided cash of $50 million in 2014, used cash of $27 million in 2013 and used cash of $31 million in 2012. Cash used in inventory was $99 million in 2014, $100 million in 2013 and $52 million in 2012. Inventory days on-hand decreased to 106 days in 2014 compared to 118 days in 2013 and 108 days in 2012.

We contributed $30 million to our U.S. defined benefit plans in each of 2014, 2013 and 2012. We contributed $68 million, $89 million and $54 million to our non-U.S. defined benefit plans in 2014, 2013 and 2012, respectively. We contributed $1 million to our U.S. post-retirement benefit plans in 2014 and 2013, we did not contribute to our U.S. post-retirement benefit plans in 2012. Our non-U.S. defined benefit plans are generally funded ratably throughout the year. Total contributions in 2014 were $103 million or 14 percent less than 2013. Total contributions in 2013 were $120 million or 43 percent more than 2012. Our annual contributions are highly dependent on the relative performance of our assets versus our projected liabilities, among other factors. We expect to contribute approximately $41 million to our U.S. and non-U.S. defined benefit plans and zero to our U.S. post-retirement benefit plans during 2015.

Net Cash Provided by/Used in Investing Activities

Net cash used in investing activities in 2014 was $230 million and in 2013 was $248 million as compared to net cash used of $2,366 million in 2012 primarily due to the acquisition of Dako.

Investments in property, plant and equipment were $205 million in 2014, $195 million in 2013 and $194 million in 2012. Proceeds from sale of property, plant and equipment were $14 million in 2014, $2 million in 2013 and zero in 2012. In 2014 we invested $13 million in acquisitions of businesses compared to $21 million in 2013 in acquisitions of businesses and intangible assets compared to $2,257 million in 2012. In 2014, there were $25 million of purchases of equity method investments including a $3.5 million loan converted to equity compared with $46 million of purchases of investments including $21 million for equity method investments in 2013. Proceeds from the sale of investment securities in 2014 were $1 million, $12 million in 2013 and $5 million in 2012.

On April 30, 2014, Agilent entered into a binding sales contract with real estate developers to sell land in the U.K. The contract calls for proportionate transfers and payments of three separate land tracts totaling approximately $34 million in May 2014, November 2015 and November 2016. Under the authoritative accounting guidance the full accrual method will be used to account for these transactions and gains on the sales recognized at each sale and payment date. In the year ended October 31, 2014 we recognized $11 million gain on sale of land in respect of the first of three land tracts in selling, general and administrative expenses. The property transfers to Keysight at distribution and the two remaining future payments in November 2015 and November 2016 from the developers will become due to and collected by Keysight.

Net Cash Provided by/Used in Financing Activities

Net cash used in financing activities in 2014 was $97 million compared to $554 million in 2013 and $37 million in 2012, respectively.

Treasury stock repurchases

On January 16, 2013, our board of directors approved a share-repurchase program (the "2013 repurchase program"). The 2013 repurchase program authorized the use of up to $500 million to repurchase shares of the company's common stock in open market transactions. On May 14, 2013, we announced that our board of directors authorized an increase of $500 million to the 2013 repurchase program bringing the cumulative authorization to $1 billion. As of October 31, 2014, there were no remaining amounts to be repurchased under the 2013 program.

On November 22, 2013 we announced that our board of directors had authorized a new share repurchase program effective upon the conclusion of the company's $1 billion repurchase program. The new program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs to target maintaining a weighted average share count of approximately 335 million diluted shares.

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For the year ended October 31, 2014, we repurchased 4 million shares for $200 million. For the year ended October 31, 2013, we repurchased 20 million shares for $900 million. For the year ended October 31, 2012, we repurchased 5 million shares for $172 million. All such shares and related costs are held as treasury stock and accounted for using the cost method.

Dividends

During the year ended October 31, 2014, cash dividends of $0.528 per share, or $176 million were declared and paid on the company's outstanding common stock. During the year ended October 31, 2013, cash dividends of $0.46 per share, or $156 million were declared and paid on the company's outstanding common stock. During the year ended October 31, 2012, cash dividends of $0.30 per share, or $104 million were declared and paid on the company's outstanding common stock. On November 20, 2014, we declared a quarterly dividend of $0.10 per share of common stock, or approximately $34 million which will be paid on January 28, 2015 to shareholders of record as of the close of business on January 6, 2015. The timing and amounts of any future dividends are subject to determination and approval by our board of directors.

Credit Facility

On September 15, 2014, Agilent entered into a credit agreement with a financial institution which provides for a $400 million five-year unsecured credit facility (the “Agilent Facility”) that will expire on September 15, 2019.  The Agilent Facility replaced the previous credit facility (“old credit facility”) and provides for amounts to be borrowed for general corporate purposes. For the year ended October 31, 2014, we borrowed $50 million under the old credit facility and repaid $50 million by October 31, 2014. As of October 31, 2014 the company has no borrowings outstanding under the Agilent facility. We were in compliance with the covenants for the credit facilities during the year ended October 31, 2014.

On September 15, 2014, Keysight, a wholly owned subsidiary of Agilent, entered into a credit agreement with a financial institution which provides for a $300 million five-year unsecured credit facility (the “Keysight Facility”) that will expire on November 1, 2019 and provides for amounts to be borrowed for general corporate purposes. The credit agreement was initially guaranteed by Agilent. The guarantee terminated upon the completion of the separation of Keysight from Agilent on November 1, 2014. As of October 31, 2014 the company has no borrowings outstanding under the Keysight facility. We were in compliance with the covenants for the credit facility during the year ended October 31, 2014.

As a result of the Dako acquisition, we have a credit facility in Danish Krone equivalent of $9 million with a Danish financial institution. As of October 31, 2014 the company had no borrowings outstanding under the facility.

Short-term Loan

On July 10, 2014, a wholly owned subsidiary of Agilent in India entered into a short-term loan agreement with a financial institution, which provides up to $50 million of unsecured borrowings. On July 25, 2014, we borrowed $35 million against the loan agreement at an interest rate of 9.95 percent per annum. The loan was repaid during the year and as of October 31, 2014, no balance was outstanding against this credit facility.

Long-term debt

On July 14, 2014, we settled the redemption of the outstanding aggregate principal amount of our 5.5% senior notes (“2015 senior notes”) due September 14, 2015, that had been called for redemption on June 12, 2014. The redemption price of approximately $528 million included the $500 million principal amount and a $28 million prepayment penalty. The prepayment penalty less full amortization of previously deferred interest rate swap gain of approximately $8 million together with $1 million of amortization of debt issuance costs and discount was disclosed in other income (expense), net in the condensed consolidated statement of operations. The amortization of the interest rate swap gain has been recognized as an adjustment to reconcile net income to net cash provided by operating activities in the condensed consolidated statement of cash flows. We also paid accrued and unpaid interest of $9 million on the 2015 senior notes up to but not including the redemption date.

In October 2007, the company issued an aggregate principal amount of $600 million in senior notes ("2017 senior notes"). The 2017 senior notes were issued at 99.60% of their principal amount. The notes will mature on November 1, 2017, and bear interest at a fixed rate of 6.50% per annum. The interest is payable semi-annually on May 1st and November 1st of each year and payments commenced on May 1, 2008.

On November 25, 2008, we terminated two interest rate swap contracts associated with our 2017 senior notes that represented the notional amount of $400 million. The asset value, including interest receivable, upon termination was approximately $43

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million and the amount to be amortized at October 31, 2014 was $3 million. The gain is being deferred and amortized to interest expense over the remaining life of the 2017 senior notes.

On October 20, 2014, we settled the redemption of $500 million of the $600 million outstanding aggregate principal amount of our 6.5% senior notes ("2017 senior notes") due November 1, 2017 that had been called for redemption on September 19, 2014. The redemption price of approximately $580 million included a $80 million prepayment penalty computed in accordance with the terms of the 2017 senior notes as the present value of the remaining scheduled payments of principal and unpaid interest related to $500 million partial redemption. The prepayment penalty less partial amortization of previously deferred interest rate swap gain of approximately $14 million together with $2 million of amortization of debt issuance costs and discount was disclosed in other income (expense), net in the condensed consolidated statement of operations. We also paid accrued and unpaid interest of $15 million on the 2017 senior notes up to but not including the redemption date.

In July 2010, the company issued an aggregate principal amount of $500 million in senior notes ("2020 senior notes"). The 2020 senior notes were issued at 99.54% of their principal amount. The notes will mature on July 15, 2020, and bear interest at a fixed rate of 5.00% per annum. The interest is payable semi-annually on January 15th and July 15th of each year, payments commenced on January 15, 2011.

On August 9, 2011, we terminated our interest rate swap contracts related to our 2020 senior notes that represented the notional amount of $500 million. The asset value, including interest receivable, upon termination for these contracts was approximately $34 million and the amount to be amortized at October 31, 2014 was $22 million. The gain is being deferred and amortized to interest expense over the remaining life of the 2020 senior notes.

In September 2012, the company issued an aggregate principal amount of $400 million in senior notes ("2022 senior notes"). The senior notes were issued at 99.80% of their principal amount. The notes will mature on October 1, 2022, and bear interest at a fixed rate of 3.20% per annum. The interest is payable semi-annually on April 1st and October 1st of each year, payments commenced on April 1, 2013.

In June 2013, the company issued aggregate principal amount of $600 million in senior notes ("2023 senior notes"). The 2023 senior notes were issued at 99.544% of their principal amount. The notes will mature on July 15, 2023 and bear interest at a fixed rate of 3.875% per annum. Interest is payable semi-annually on January 15th and July 15th of each year and payments commenced January 15, 2014.

On October 6, 2014 Keysight announced that it had agreed to sell $500 million of 3.30% senior notes due 2019 ("2019 senior notes") and $600 million of 4.55% senior notes due 2024 ("2024 senior notes"). The transaction closed on October 15, 2014. Each series of notes initially were guaranteed on an unsecured, unsubordinated basis by Agilent. The guarantees terminated upon the completion of the separation of Keysight from Agilent on November 1, 2014.

 

As of October 31, 2014, and as a result of the Dako acquisition, we have mortgage debts, secured on buildings in Denmark, in Danish Krone equivalent of $42 million aggregate principal outstanding with a Danish financial institution. The loans have a variable interest rate based on 3 months Copenhagen Interbank Rate ("Cibor") and will mature on September 30, 2027. Interest payments are made in March, June, September and December of each year.

 

Off Balance Sheet Arrangements and Other

We have contractual commitments for non-cancelable operating leases. See Note 17 "Commitments and Contingencies", to our consolidated financial statements for further information on our non-cancelable operating leases.

Our liquidity is affected by many factors, some of which are based on normal ongoing operations of our business and some of which arise from fluctuations related to global economics and markets. Our cash balances are generated and held in many locations throughout the world. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout our global organization.

Contractual Commitments

Our cash flows from operations are dependent on a number of factors, including fluctuations in our operating results, accounts receivable collections, inventory management, and the timing of tax and other payments. As a result, the impact of contractual obligations on our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.

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The following table summarizes our total contractual obligations at October 31, 2014 for Agilent operations and excludes amounts recorded in our consolidated balance sheet (in millions):

	Less than one year				One to three years				Three to five years				More than five years
Operating leases	$	57			$	81			$	35			$	33
Commitments to contract manufacturers and suppliers	782				8				—				—
Other purchase commitments	127				—				—				—
Retirement plans	87				—				—				—
Total	$	1,053			$	89			$	35			$	33

We expect that with the separation of Keysight from Agilent on November 1, 2014 that operating lease payments will be reduced by approximately $52 million in total for the periods presented. We also expect the transfer of approximately one quarter of the commitments to contract manufacturers and suppliers and other purchase commitments to Keysight at separation. In addition, our commitments under the retirement plans are expected to reduce by approximately $46 million with separation of Keysight. We do not expect a material adverse change in the effect these arrangements and obligations will have on our liquidity.

Operating leases.     Commitments under operating leases relate primarily to leasehold property, see Note 17, "Commitments and Contingencies".

Commitments to contract manufacturers and suppliers.     We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, we issue purchase orders with estimates of our requirements several months ahead of the delivery dates. However, our agreements with these suppliers usually provide us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. Typically purchase orders outstanding with delivery dates within 30 days are non-cancelable. Therefore, only approximately 53 percent of our reported purchase commitments arising from these agreements are firm, non-cancelable, and unconditional commitments. We expect to fulfill most of our purchase commitments for inventory within one year.

In addition to the above mentioned commitments to contract manufacturers and suppliers, we record a liability for firm, non-cancelable and unconditional purchase commitments for quantities in excess of our future demand forecasts consistent with our policy relating to excess inventory. As of October 31, 2014, the liability for our firm, non-cancelable and unconditional purchase commitments was $15 million, compared to $5 million as of October 31, 2013 and 2012. These amounts are included in other accrued liabilities in our consolidated balance sheet. The increase when compared to the previous year was largely due to the previous commitment undertaken with suppliers to the NMR business which we are exiting.

Other purchase commitments.     We have categorized "other purchase commitments" related to contracts with professional services suppliers. Typically we can cancel these contracts within 90 days without penalties. For those contracts that are not cancelable within 90 days without penalties, we are disclosing the amounts we are obligated to pay to a supplier under each contract in that period before such contract can be cancelled. Our contractual obligations with these suppliers under "other purchase commitments" were approximately $127 million within the next year. The increase in other purchase commitments compared with a year ago is partially due to additional contracts associated with our pre-separation costs and the duplication of a number of contracts related to the separation activities of Keysight.

Retirement Plans.     Commitments under the retirement plans relate to expected contributions to be made to our U.S. and non-U.S. defined benefit plans and to our post-retirement medical plans for the next year only. Contributions after next year are impractical to estimate.

We had no material off-balance sheet arrangements as of October 31, 2014 or October 31, 2013.

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On Balance Sheet Arrangements

The following table summarizes our total contractual obligations at October 31, 2014 related to our long-term debt and interest expense (in millions):

	Less than one year				One to three years				Three to five years				More than five years
Senior notes	$	—			$	—			$	600			$	2,100
Other debt	—				—				—				42
Interest expense	114				227				210				298
Total	$	114			$	227			$	810			$	2,440

In connection with the separation of Keysight from Agilent on November 1, 2014, our obligations for long-term debt are expected to decrease by $1,100 million and interest payments are expected to decrease by approximately $359 million.

Other long-term liabilities include $289 million and $341 million of liabilities for uncertain tax positions as of October 31, 2014 and October 31, 2013, respectively. We are unable to accurately predict when these amounts will be realized or released. However, it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next twelve months due to either the expiration of a statute of limitations or a tax audit settlement.

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Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated sales, and assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. We hedge future cash flows denominated in currencies other than the functional currency using sales forecasts up to twelve months in advance. Our exposure to exchange rate risks is managed on an enterprise-wide basis. This strategy utilizes derivative financial instruments, including option and forward contracts, to hedge certain foreign currency exposures with the intent of offsetting gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging them. We do not currently and do not intend to utilize derivative financial instruments for speculative trading purposes.

Our operations generate non-functional currency cash flows such as revenues, third party vendor payments and inter-company payments. In anticipation of these foreign currency cash flows and in view of volatility of the currency market, we enter into such foreign exchange contracts as are described above to manage our currency risk. Approximately 61 percent of our revenues in 2014 , 63 percent of our revenues in 2013 and 63 percent of our revenues in 2012 were generated in U.S. dollars.

We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in foreign exchange rates to the hedging contracts and the underlying exposures described above. As of October 31, 2014 and 2013, the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations, statement of comprehensive income or cash flows.

We are also exposed to interest rate risk due to the mismatch between the interest expense we pay on our loans at fixed rates and the variable rates of interest we receive from cash, cash equivalents and other short-term investments. We have issued long-term debt in U.S. dollars or foreign currencies at fixed interest rates based on the market conditions at the time of financing. We believe that the fair value of our fixed rate debt changes when the underlying market rates of interest change, and we may use interest rate swaps to modify such market risk.

We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in interest rates relating to the underlying fair value of our fixed rate debt. As of October 31, 2014 and 2013, the sensitivity analyses indicated that a hypothetical 10 percent adverse movement in interest rates would result in an immaterial impact to the fair value of our fixed interest rate debt.

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Item 8.     Financial Statements and Supplementary Data

Index to Consolidated Financial Statements		Page
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		56
Consolidated Statement of Operations for each of the three years in the period ended October 31, 2014		57
Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, 2014		58
Consolidated Balance Sheet at October 31, 2014 and 2013		59
Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, 2014		60
Consolidated Statement of Equity for each of the three years in the period ended October 31, 2014		61
Notes to Consolidated Financial Statements		62
Quarterly Summary (unaudited)		109

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Agilent Technologies, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 8 present fairly, in all material respects, the financial position of Agilent Technologies, Inc. and its subsidiaries at October 31, 2014 and October 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 1 to the consolidated financial statements, on November 1, 2014, the Company distributed all of the outstanding shares of Keysight Technologies, Inc., which encompasses the Company’s electronic measurement business, to the Company’s shareholders.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
December 22, 2014

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AGILENT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

	Years Ended October 31,
	2014				2013				2012
	(in millions, except per share data)
Net revenue:
Products	$	5,686			$	5,534			$	5,659
Services and other	1,295				1,248				1,199
Total net revenue	6,981				6,782				6,858
Costs and expenses:
Cost of products	2,673				2,576				2,608
Cost of services and other	715				671				646
Total costs	3,388				3,247				3,254
Research and development	719				704				668
Selling, general and administrative	2,043				1,880				1,817
Total costs and expenses	6,150				5,831				5,739
Income from operations	831				951				1,119
Interest income	9				7				9
Interest expense	(113		)		(107		)		(101		)
Other income (expense), net	(81		)		8				16
Income before taxes	646				859				1,043
Provision (benefit) for income taxes	142				135				(110		)
Net income	$	504			$	724			$	1,153
Net income per share:
Basic	$	1.51			$	2.12			$	3.31
Diluted	$	1.49			$	2.10			$	3.27
Weighted average shares used in computing net income per share:
Basic	333				341				348
Diluted	338				345				353
Cash dividends declared per common share	$	0.528			$	0.46			$	0.30

   

The accompanying notes are an integral part of these consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

	Years Ended October 31,
	2014				2013				2012
Net income	$	504			$	724			$	1,153
Other comprehensive income (loss):
Unrealized gain on investments, net of tax (expense) benefit of $(1), $(2) and $8	11				7				6
Amounts reclassified into earnings related to investments, net of tax of $0, $0 and $0	(1		)		—				—
Gain on derivative instruments, net of tax (expense) of $(5), $(2) and $(3)	8				8				7
Amounts reclassified into earnings related to derivative instruments, net of tax benefit of $0, $3 and $2	1				(10		)		(6		)
Foreign currency translation, net of tax benefit of $8, $8 and $0	(269		)		1				(28		)
Net defined benefit pension cost and post retirement plan costs:
Change in actuarial net loss, net of tax (expense) benefit of $65, $(114), and $61	(143		)		228				(175		)
Change in net prior service benefit, net of tax benefit of $16, $16, and $17	(32		)		(32		)		(31		)
Other comprehensive income (loss)	(425		)		202				(227		)
Total comprehensive income	$	79			$	926			$	926

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

	October 31,
	2014				2013
	(in millions, except par value and share data)
ASSETS
Current assets:
Cash and cash equivalents	$	3,028			$	2,675
Accounts receivable, net	983				899
Inventory	1,072				1,066
Other current assets	417				343
Total current assets	5,500				4,983
Property, plant and equipment, net	1,101				1,134
Goodwill	2,899				3,047
Other intangible assets, net	667				916
Long-term investments	159				139
Other assets	505				467
Total assets	$	10,831			$	10,686
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	475			$	432
Employee compensation and benefits	395				401
Deferred revenue	435				439
Other accrued liabilities	397				330
Total current liabilities	1,702				1,602
Long-term debt	2,762				2,699
Retirement and post-retirement benefits	422				294
Other long-term liabilities	644				802
Total liabilities	5,530				5,397
Commitments and contingencies (Note 17)
Total equity:
Stockholders' equity:
Preferred stock; $0.01 par value; 125 million shares authorized; none issued and outstanding	—				—
Common stock; $0.01 par value; 2 billion shares authorized; 608 million shares at October 31, 2014 and 602 million shares at October 31, 2013 issued	6				6
Treasury stock at cost; 273 million shares at October 31, 2014 and 269 million shares at October 31, 2013	(9,807		)		(9,607		)
Additional paid-in-capital	8,967				8,723
Retained earnings	6,466				6,073
Accumulated other comprehensive income (loss)	(334		)		91
Total stockholders' equity	5,298				5,286
Non-controlling interest	3				3
Total equity	5,301				5,289
Total liabilities and equity	$	10,831			$	10,686

   The accompanying notes are an integral part of these consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Cash flows from operating activities:
Net income	$	504			$	724			$	1,153
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	384				372				301
Accelerated amortization of interest rate swap gain (due to early redemption of debt)	(22		)		—				—
Share-based compensation	96				85				74
Excess tax benefit from share-based plans	(1		)		(2		)		—
Deferred taxes	(132		)		31				(158		)
Excess and obsolete inventory and inventory related charges	79				48				30
Non-cash restructuring and asset impairment charges	23				3				1
Net gain on sale of investments	(1		)		(1		)		(4		)
Net (gain) loss on sale of assets and divestitures	(10		)		3				2
Other	10				3				5
Changes in assets and liabilities:
Accounts receivable, net	(119		)		14				19
Inventory	(99		)		(100		)		(52		)
Accounts payable	50				(27		)		(31		)
Employee compensation and benefits	9				16				(54		)
Other assets and liabilities	(60		)		(17		)		(58		)
Net cash provided by operating activities	711				1,152				1,228
Cash flows from investing activities:
Investments in property, plant and equipment	(205		)		(195		)		(194		)
Proceeds from the sale of property, plant and equipment	14				2				—
Proceeds from lease receivable	—				—				80
Proceeds from the sale of investment securities	1				12				5
Proceeds from divestitures	2				—				—
Payment to acquire equity method investment	(25		)		(21		)		—
Purchase of other investments	—				(25		)		—
Change in restricted cash, cash equivalents and investments, net	(4		)		—				—
Acquisitions of businesses and intangible assets, net of cash acquired	(13		)		(21		)		(2,257		)
Net cash used in investing activities	(230		)		(248		)		(2,366		)
Cash flows from financing activities:
Issuance of common stock under employee stock plans	188				161				100
Treasury stock repurchases	(200		)		(900		)		(172		)
Payment of dividends	(176		)		(156		)		(104		)
Issuance of senior notes	1,099				597				399
Debt issuance costs	(9		)		(5		)		(3		)
Repayment of senior notes	(1,000		)		(250		)		(250		)
Purchase of non-controlling interest	—				(3		)		(6		)
Proceeds from debts and credit facility	87				—				—
Repayment of debts and credit facility	(87		)		—				(1		)
Excess tax benefit from share-based plans	1				2				—
Net cash used in financing activities	(97		)		(554		)		(37		)
Effect of exchange rate movements	(31		)		(26		)		(1		)
Net increase (decrease) in cash and cash equivalents	353				324				(1,176		)
Cash and cash equivalents at beginning of year	2,675				2,351				3,527
Cash and cash equivalents at end of year	$	3,028			$	2,675			$	2,351

   The accompanying notes are an integral part of these consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF EQUITY

	Common Stock											Treasury Stock											Accumulated Other Comprehensive Income/(Loss)
	Number of Shares			Par Value				Additional Paid-in Capital				Number of Shares			Treasury Stock at Cost				Retained Earnings								Total Stockholders' Equity				Non- Controlling Interests				Total Equity
	(in millions, except number of shares in thousands)
Balance as of October 31, 2011	590,668			$	6			$	8,265			(244,286	)		$	(8,535	)		$	4,456			$	116			$	4,308			$	8			$	4,316
Components of comprehensive income, net of tax:
Net income	—			—				—				—			—				1,153				—				1,153				—				1,153
Other comprehensive loss	—			—				—				—			—				—				(227		)		(227		)		—				(227		)
Total comprehensive income																											926								926
Cash dividends declared ($0.30 per common share)	—			—				—				—			—				(104		)		—				(104		)		—				(104		)
Change in non-controlling interest	—			—				—				—			—				—				—				—				(5		)		(5		)
Share-based awards issued	4,591			—				84				—			—				—				—				84				—				84
Repurchase of common stock	—			—				—				(4,500	)		(172		)		—				—				(172		)		—				(172		)
Cumulative excess tax benefits realized from share-based awards issued	—			—				66				—			—				—				—				66				—				66
Share-based compensation	—			—				74				—			—				—				—				74				—				74
Balance as of October 31, 2012	595,259			$	6			$	8,489			(248,786	)		$	(8,707	)		$	5,505			$	(111	)		$	5,182			$	3			$	5,185
Components of comprehensive income, net of tax:
Net income	—			—				—				—			—				724				—				724				—				724
Other comprehensive income	—			—				—				—			—				—				202				202				—				202
Total comprehensive income																											926								926
Cash dividends declared ($0.46 per common share)	—			—				—				—			—				(156		)		—				(156		)		—				(156		)
Change in non-controlling interest	—			—				—				—			—				—				—				—				—				—
Share-based awards issued	6,370			—				147				—			—				—				—				147				—				147
Tax benefits from share-based awards issued	—			—				2				—			—				—				—				2				—				2
Repurchase of common stock	—			—				—				(20,544	)		(900		)		—				—				(900		)		—				(900		)
Share-based compensation	—			—				85				—			—				—				—				85				—				85
Balance as of October 31, 2013	601,629			$	6			$	8,723			(269,330	)		$	(9,607	)		$	6,073			$	91			$	5,286			$	3			$	5,289
Components of comprehensive income, net of tax:
Net income	—			—				—				—			—				504				—				504				—				504
Other comprehensive loss	—			—				—				—			—				—				(425		)		(425		)		—				(425		)
Total comprehensive income																											79								79
Cash dividends declared ($0.528 per common share)	—			—				—				—			—				(176		)		—				(176		)		—				(176		)
Adjustment to correct initial application of FIN No.48, see Note 5, "Income Taxes"	—			—				—				—			—				65				—				65				—				65
Share-based awards issued	6,261			—				170				—			—				—				—				170				—				170
Adjustment to cumulative excess tax benefits realized from share based awards issued, see Note 4, "Share-based Compensation"	—			—				(23		)		—			—				—				—				(23		)		—				(23		)
Tax benefit from share based awards issued	—			—				1				—			—				—				—				1				—				1
Repurchase of common stock	—			—				—				(3,594	)		(200		)		—				—				(200		)		—				(200		)
Share-based compensation	—			—				96				—			—				—				—				96				—				96
Balance as of October 31, 2014	607,890			$	6			$	8,967			(272,924	)		$	(9,807	)		$	6,466			$	(334	)		$	5,298			$	3			$	5,301

The accompanying notes are an integral part of these consolidated financial statements.

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AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview.     Agilent Technologies, Inc. ("we", "Agilent" or the "company"), incorporated in Delaware in May 1999, is a measurement company, providing core bio-analytical and electronic measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and electronics industries.

Agilent Separation. On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the Agilent name, and the other one that will be comprised of the electronic measurement business that will be renamed Keysight Technologies, Inc. (“Keysight”). Keysight was incorporated in Delaware as a wholly-owned subsidiary of Agilent on December 6, 2013. On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014. The historical results of operations and the financial position of Keysight are included in the consolidated financial statements of Agilent and will be reported as discontinued operations beginning in the first quarter of 2015.

Acquisition of Dako A/S. On June 21, 2012 , we completed our acquisition of Dako A/S through the acquisition of 100% of the share capital of Dako A/S, a limited liability company incorporated under the laws of Denmark (“Dako”), under the share purchase agreement, dated May 16, 2012 . As a result of the acquisition, Dako became a wholly-owned subsidiary of Agilent. The consideration paid was approximately $2,143 million , of which $1,400 million was paid directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded the acquisition using existing cash. The acquisition has been accounted for in accordance with the authoritative accounting guidance and the results of Dako are included in Agilent's consolidated financial statements from the date of acquisition. For additional details related to the acquisition of Dako, see Note 3, "Acquisitions".

Exit of Nuclear Magnetic Resonance Business. During the fourth quarter of fiscal year 2014, we made the decision to cease the manufacture and sale of our nuclear magnetic resonance (“NMR”) product line within our life sciences and diagnostics segment. In connection with the exit from this business, we have recorded approximately $68 million in restructuring and other related costs. For additional details related to the exit of the NMR business see Note 14, "Restructuring and Exit of a Business".

Basis of presentation.     The accompanying financial data has been prepared by us pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") and is in conformity with U.S. generally accepted accounting principles ("GAAP"). Our fiscal year end is October 31. Unless otherwise stated, all years and dates refer to our fiscal year.

We previously recorded certain transaction tax receivables and payables on a gross basis within other current assets and other accrued liabilities, respectively, even though those balances were subject to the right of offset. During the fourth quarter of fiscal year 2014, we began recording transaction tax receivables and payables on a net basis to reflect this right of offset. If we had implemented previously, this change would have resulted in a reduction of other current assets and other accrued liabilities of $50 million from the amounts shown in our October 31, 2013 balance sheet. This correction had no impact on net income, cash flows or equity and is not considered material to our consolidated balance sheet.

Principles of consolidation.     The consolidated financial statements include the accounts of the company and our wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Use of estimates.     The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management's best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, valuation of goodwill and purchased intangible assets, inventory valuation, share-based compensation, retirement and post-retirement plan assumptions, restructuring and accounting for income taxes.

Revenue recognition.     We enter into agreements to sell products (hardware and/or software), services and other arrangements (multiple element arrangements) that include combinations of products and services.

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We recognize revenue, net of trade discounts and allowances, provided that (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer, for products, or when the service has been provided. We consider the price to be fixed or determinable when the price is not subject to refund or adjustments. We consider arrangements with extended payment terms not to be fixed or determinable, and accordingly we defer revenue until amounts become due. At the time of the transaction, we evaluate the creditworthiness of our customers to determine the appropriate timing of revenue recognition.

Product revenue.     Our product revenue is generated predominantly from the sales of various types of test equipment. Product revenue, including sales to resellers and distributors, is reduced for estimated returns, when appropriate. For sales or arrangements that include customer-specified acceptance criteria, including those where acceptance is required upon achievement of performance milestones, revenue is recognized after the acceptance criteria have been met. For products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and recognition of installation revenue is delayed until the installation is complete. Otherwise, neither the product nor the installation revenue is recognized until the installation is complete.

Where software is licensed separately, revenue is recognized when the software is delivered and has been transferred to the customer or, in the case of electronic delivery of software, when the customer is given access to the licensed software programs.

We also evaluate whether collection of the receivable is probable, the fee is fixed or determinable and whether any other undelivered elements of the arrangement exist on which a portion of the total fee would be allocated based on vendor-specific objective evidence.

Service revenue.     Revenue from services includes extended warranty, customer and software support, consulting, training and education. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. For example, customer support contracts are recognized ratably over the contractual period, while training revenue is recognized as the training is provided to the customer. In addition the four revenue recognition criteria described above must be met before service revenue is recognized.

Revenue Recognition for Arrangements with Multiple Deliverables.     Our multiple-element arrangements are generally comprised of a combination of measurement instruments, installation or other start-up services, and/or software and/or support or services. Hardware and software elements are typically delivered at the same time and revenue is recognized upon delivery once title and risk of loss pass to the customer. Delivery of installation, start-up services and other services varies based on the complexity of the equipment, staffing levels in a geographic location and customer preferences, and can range from a few days to a few months. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. Revenue from the sale of software products that are not required to deliver the tangible product's essential functionality are accounted for under software revenue recognition rules which require vendor specific objective evidence ("VSOE") of fair value to allocate revenue in a multiple element arrangement. Our arrangements generally do not include any provisions for cancellation, termination, or refunds that would significantly impact recognized revenue.

We have evaluated the deliverables in our multiple-element arrangements and concluded that they are separate units of accounting if the delivered item or items have value to the customer on a standalone basis and for an arrangement that includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in our control. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on VSOE if available, third-party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met.

We use VSOE of selling price in the selling price allocation in all instances where it exists. VSOE of selling price for products and services is determined when a substantial majority of the selling prices fall within a reasonable range when sold separately. TPE of selling price can be established by evaluating largely interchangeable competitor products or services in standalone sales to similarly situated customers. As our products contain a significant element of proprietary technology and the solution offered differs substantially from that of competitors, it is difficult to obtain the reliable standalone competitive pricing necessary to establish TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices which reflect multiple factors including, but not limited to customer type, geography, market conditions, competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through consultation with and approval by management. We may modify

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or develop new pricing practices and strategies in the future. As these pricing strategies evolve in changes may occur in ESP. The aforementioned factors may result in a different allocation of revenue to the deliverables in multiple element arrangements, which may change the pattern and timing of revenue recognition for these elements but will not change the total revenue recognized for the arrangement.

Deferred revenue.     Deferred revenue represents the amount that is allocated to undelivered elements in multiple element arrangements. We limit the revenue recognized to the amount that is not contingent on the future delivery of products or services or meeting other specified performance conditions.

Accounts receivable, net.     Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Such accounts receivable has been reduced by an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on customer specific experience and the aging of such receivables, among other factors. The allowance for doubtful accounts as of October 31, 2014 and 2013 was not material. We do not have any off-balance-sheet credit exposure related to our customers. Accounts receivable are also recorded net of product returns.

Share-based compensation.     For the years ended 2014 , 2013 and 2012 , we accounted for share-based awards made to our employees and directors including employee stock option awards, restricted stock units, employee stock purchases made under our Employee Stock Purchase Plan ("ESPP") and performance share awards under Agilent Technologies, Inc. Long-Term Performance Program ("LTPP") using the estimated grant date fair value method of accounting. Under the fair value method, we recorded compensation expense for all share-based awards of $98 million in 2014 , $88 million in 2013 and $76 million in 2012 .

Inventory.     Inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of market value. We assess the valuation of our inventory on a periodic basis and make adjustments to the value for estimated excess and obsolete inventory based on estimates about future demand. The excess balance determined by this analysis becomes the basis for our excess inventory charge. Our excess inventory review process includes analysis of sales forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory.

Warranty.     Our standard warranty terms typically extend for one to three years from the date of delivery. During the second fiscal quarter of 2013 typical standard warranty arrangements within our electronic measurement business were extended from one year to three years from the date of delivery. Prior to the change in standard warranty terms, we sold extended warranties of more than one year and less than three years which were deferred. Those existing warranties greater than one year and less than three years and previously classified as extended warranties are being amortized over the original period of the warranty. We will continue to sell extended warranties for terms beyond three years within the electronic measurement business. The impact has not been material to the segment or consolidated revenue of Agilent and the anticipated total increase to the warranty accrual as a result of the new arrangements will not be material to the consolidated balance sheet of Agilent. No changes were made to the standard and extended warranty terms within our other businesses. We accrue for standard warranty costs based on historical trends in warranty charges as a percentage of net product revenue. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time products are sold. See Note 16, "Guarantees".

Taxes on income.     Income tax expense or benefit is based on income or loss before taxes. Deferred tax assets and liabilities are recognized principally for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts.

Shipping and handling costs.     Our shipping and handling costs charged to customers are included in net revenue, and the associated expense is recorded in cost of products for all periods presented.

Goodwill and Purchased Intangible Assets.  Under the authoritative guidance we have the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The accounting standard gives an entity the option to first assess qualitative factors to determine whether performing the two-step test is necessary. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test will be required. Otherwise, no further testing will be required.

The guidance includes examples of events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. These include macro-economic conditions such as deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or a sustained decrease in the stock price on

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either an absolute basis or relative to peers.

If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the provisions of authoritative guidance require that we perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting unit to its carrying value. The second step (if necessary) measures the amount of impairment by applying fair-value-based tests to the individual assets and liabilities within each reporting unit. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. We aggregate components of an operating segment that have similar economic characteristics into our reporting units. Agilent has three segments, life sciences and diagnostics, chemical analysis, and electronic measurement segments.

In fiscal year 2014, we assessed goodwill impairment for our four reporting units which consisted of two segments: chemical analysis and electronic measurement; and two reporting units under the life sciences and diagnostics segment. The first of these two reporting units related to our life sciences business and the second related to our diagnostics business. We performed a qualitative test for goodwill impairment of the four reporting units as of September 30, 2014. Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair value of these reporting units are greater than their respective carrying values. Each quarter we review the events and circumstances to determine if goodwill impairment is indicated. There was no impairment of goodwill during the years ended October 31, 2014, 2013 and 2012.

 

Purchased intangible assets consist primarily of acquired developed technologies, proprietary know-how, trademarks, and customer relationships and are amortized using the best estimate of the asset's useful life that reflect the pattern in which the economic benefits are consumed or used up or a straight-line method ranging from 6 months to 15 years. In-process research and development ("IPR&D") is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When the IPR&D project is complete, it is reclassified as an amortizable purchased intangible asset and is amortized over its estimated useful life. If an IPR&D project is abandoned, Agilent will record a charge for the value of the related intangible asset to Agilent's condensed consolidated statement of operations in the period it is abandoned.

Agilent's indefinite-lived intangible assets are IPR&D intangible assets. The accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the issued impairment testing guidance for goodwill and allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset to determine whether it is more-likely-than-not (i.e. greater than 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. We performed a qualitative test for impairment of indefinite-lived intangible assets as of September 30, 2014. Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair value of these indefinite-lived intangible assets is greater than their respective carrying values. Each quarter we review the events and circumstances to determine if impairment of indefinite-lived intangible asset is indicated. In the years ended October 31, 2014, 2013 and 2012, we recorded an impairment of $4 million , $1 million and $1 million , respectively due to the cancellation of certain IPR&D projects. In addition, in the year ended October 31, 2014, we also recorded $12 million of impairment of other intangibles due to the exit of our NMR business.

Advertising.     Advertising costs are generally expensed as incurred and amounted to $57 million in 2014 , $44 million in 2013 and $50 million in 2012 .

Research and development.     Costs related to research, design and development of our products are charged to research and development expense as they are incurred.

Sales Taxes.     Sales taxes collected from customers and remitted to governmental authorities are not included in our revenue.

Net income per share.     Basic net income per share is computed by dividing net income - the numerator - by the weighted average number of common shares outstanding - the denominator - during the period excluding the dilutive effect of stock options and other employee stock plans. Diluted net income per share gives effect to all potential common shares outstanding during the period unless the effect is anti-dilutive. The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax benefits and shortfalls charged to additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising stock options, unamortized share-based compensation expense and tax benefits or shortfalls are assumed proceeds to be used to repurchase hypothetical shares. See Note 6, "Net Income Per Share".

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Cash, cash equivalents and short term investments.     We classify investments as cash equivalents if their original or remaining maturity is three months or less at the date of purchase. Cash equivalents are stated at cost, which approximates fair value.

As of October 31, 2014 , approximately $2,397 million of our cash and cash equivalents is held outside of the U.S. in our foreign subsidiaries. Under current tax laws, most of the cash could be repatriated to the U.S. but it would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. Our cash and cash equivalents mainly consist of short term deposits held at major global financial institutions, institutional money market funds, and similar short duration instruments with original maturities of 90 days or less. We continuously monitor the creditworthiness of the financial institutions and institutional money market funds in which we invest our funds.

We classify investments as short-term investments if their original maturities are greater than three months and their remaining maturities are one year or less.

Fair Value of Financial Instruments. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, accrued compensation and other accrued liabilities approximate fair value because of their short maturities. The fair value of long-term equity investments is determined using quoted market prices for those securities when available. For those long-term equity investments accounted for under the cost or equity method, their carrying value approximates their estimated fair value. Equity method investments are reported at the amount of the company’s initial investment and adjusted each period for the company’s share of the investee’s income or loss and dividend paid. The fair value of our long-term debt, calculated from quoted prices which are primarily Level 1 inputs under the accounting guidance fair value hierarchy, exceeds the carrying value by approximately $54 million and $112 million as of October 31, 2014 and 2013, respectively. The fair value of foreign currency contracts used for hedging purposes is estimated internally by using inputs tied to active markets. These inputs, for example, interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. See also Note 12, "Fair Value Measurements" for additional information on the fair value of financial instruments.

Concentration of credit risk.     Financial instruments that potentially subject Agilent to significant concentration of credit risk include money market fund investments, time deposits and demand deposit balances. These investments are categorized as cash and cash equivalents. In addition, Agilent has credit risk from derivative financial instruments used in hedging activities and accounts receivable. We invest in a variety of financial instruments and limit the amount of credit exposure with any one financial institution. We have a comprehensive credit policy in place and credit exposure is monitored on an ongoing basis.

Credit risk with respect to our accounts receivable is diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies. Credit evaluations are performed on customers requiring credit over a certain amount and we sell the majority of our products through our direct sales force. Credit risk is mitigated through collateral such as letter of credit, bank guarantees or payment terms like cash in advance. Credit evaluation is performed by an independent team to ensure proper segregation of duties. No single customer accounted for more than 10 percent of combined accounts receivable as of October 31, 2014 , or 2013 .

Derivative instruments.     Agilent is exposed to global foreign currency exchange rate and interest rate risks in the normal course of business. We enter into foreign exchange hedging contracts, primarily forward contracts and purchased options and, in the past, interest rate swaps to manage financial exposures resulting from changes in foreign currency exchange rates and interest rates. In the vast majority of cases, these contracts are designated at inception as hedges of the related foreign currency or interest exposures. Foreign currency exposures include committed and anticipated revenue and expense transactions and assets and liabilities that are denominated in currencies other than the functional currency of the subsidiary. Interest rate exposures are associated with the company's fixed-rate debt. For option contracts, we exclude time value from the measurement of effectiveness. To qualify for hedge accounting, contracts must reduce the foreign currency exchange rate and interest rate risk otherwise inherent in the amount and duration of the hedged exposures and comply with established risk management policies; foreign exchange hedging contracts generally mature within twelve months and interest rate swaps, if any, mature at the same time as the maturity of the debt. In order to manage foreign currency exposures in a few limited jurisdictions we may enter into foreign exchange contracts that do not qualify for hedge accounting. In such circumstances, the local foreign currency exposure is offset by contracts owned by the parent company. We do not use derivative financial instruments for speculative trading purposes.

All derivatives are recognized on the balance sheet at their fair values. For derivative instruments that are designated and qualify as a fair value hedge, changes in value of the derivative are recognized in the consolidated statement of operations in the current period, along with the offsetting gain or loss on the hedged item attributable to the hedged risk. For derivative instruments that are designated and qualify as a cash flow hedges, changes in the value of the effective portion of the derivative instrument is

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recognized in accumulated comprehensive income, a component of stockholders' equity. Amounts associated with cash flow hedges are reclassified and recognized in income when either the forecasted transaction occurs or it becomes probable the forecasted transaction will not occur. Derivatives not designated as hedging instruments are recorded on the balance sheet at their fair value and changes in the fair values are recorded in the income statement in the current period. Derivative instruments are subject to master netting arrangements and qualify for net presentation in the balance sheet. Changes in the fair value of the ineffective portion of derivative instruments are recognized in earnings in the current period. Ineffectiveness in 2014 , 2013 and 2012 was not material. Cash flows from derivative instruments are classified in the statement of cash flows in the same category as the cash flows from the hedged or economically hedged item, primarily in operating activities.

Property, plant and equipment.     Property, plant and equipment are stated at cost less accumulated depreciation. Additions, improvements and major renewals are capitalized; maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in the consolidated statement of operations. Buildings and improvements are depreciated over the lesser of their useful lives or the remaining term of the lease and machinery and equipment over three to ten years. We use the straight-line method to depreciate assets.

Leases.     We lease buildings, machinery and equipment under operating leases for original terms ranging generally from one year to twenty years. Certain leases contain renewal options for periods up to six years. In addition, we lease equipment to customers in connection with our diagnostics business using both capital and operating leases. As of October 31, 2014 and 2013 our life sciences and diagnostics segment has approximately $8 million and $4 million , respectively, of lease receivables related to capital leases and approximately $33 million and $35 million , respectively, of net assets for operating leases.  We depreciate the assets related to the operating leases over their estimated useful lives.

Capitalized software.     We capitalize certain internal and external costs incurred to acquire or create internal use software. Capitalized software is included in property, plant and equipment and is depreciated over three to five years once development is complete.

Impairment of long-lived assets.     We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Restructuring and exit of NMR business.  The main components of expenses are related to workforce reductions, assets impairments and write-downs and special charges to inventory, which mainly relates to exiting of one of our businesses. Workforce reduction charges are accrued when payment of benefits that the employees are entitled to becomes probable and the amounts can be estimated. We have also assessed the recoverability of our long-lived assets, by determining whether the carrying value of such assets will be recovered through undiscounted future cash flows. Asset impairments primarily consist of property, plant and equipment and are based on an estimate of the amounts and timing of future cash flows related to the expected future remaining use and ultimate sale or disposal of buildings and equipment net of costs to sell. The charges related to inventory include estimated future inventory disposal payments that we are contractually obliged to make to our suppliers and inventory written-down to net realizable value. If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amount of restructuring and asset impairment charges could be materially different, either higher or lower, than those we have recorded.

Employee compensation and benefits.     Amounts owed to employees, such as accrued salary, bonuses and vacation benefits are accounted for within employee compensation and benefits. The total amount of accrued vacation benefit was $170 million and $158 million as of October 31, 2014 , and 2013 , respectively.

Foreign currency translation.     We translate and remeasure balance sheet and income statement items into U.S. dollars. For those subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and expenses are translated using monthly exchange rates which approximate to average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) in stockholders' equity.

For those subsidiaries that operate in a U.S. dollar functional environment, foreign currency assets and liabilities are remeasured into U.S. dollars at current exchange rates except for non-monetary assets and capital accounts which are remeasured at historical exchange rates. Revenue and expenses are generally remeasured at monthly exchange rates which approximate average

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exchange rates in effect during each period. Gains or losses from foreign currency remeasurement are included in consolidated net income. Net gains or losses resulting from foreign currency transactions, including hedging gains and losses, are reported in other income (expense), net and was $4 million loss for fiscal year 2014 , $6 million loss for 2013 and $19 million loss for 2012 , respectively. The loss recorded for fiscal year 2012 includes $14 million of loss associated with the settlement of currency contracts entered into for the purchase of Dako.

2.     NEW ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued guidance related to the enhanced disclosures that will enable the users of financial statements to evaluate the effect or potential effect of netting arrangements on an entity's financial position. The amendments require improved information about financial instruments and derivative instruments that are either offset or subject to enforceable master netting arrangements or similar agreement. The guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We adopted this guidance in the first quarter of 2014. There was no impact to our consolidated financial statements due to the adoption of this guidance.

In February 2013, the FASB issued an amendment to the accounting guidance for reporting of amounts reclassified out of accumulated other comprehensive income. The amended guidance requires reporting the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about these amounts. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. The guidance is effective prospectively for annual reporting periods beginning after December 15, 2012 and interim periods within those years. We adopted this guidance in the first quarter of 2014 and have presented the requisite disclosures in the consolidated statement of comprehensive income and in the notes to the financial statements.

In March 2013, the FASB issued an amendment to the accounting guidance on foreign currency matters in order to clarify the guidance for the release of cumulative translation adjustment. The guidance requires that a parent deconsolidate a subsidiary or derecognize a group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) if the parent ceases to have a controlling financial interest in that group of assets.  The guidance is effective for interim and annual periods beginning on or after December 15, 2013. We do not expect a material impact to our consolidated financial statements due to the adoption of this guidance.

In July 2013, the FASB issued an amendment to the accounting guidance related to the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. This guidance is effective prospectively for annual periods beginning after December 15, 2013 and interim periods within those years. This guidance is consistent with our current practice.

In April 2014, the FASB issued amendments to the guidance on discontinued operations. The guidance changes the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. Additionally, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, expenses of discontinued operations and of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The new guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. We are evaluating the impact of adopting this prospective guidance to our consolidated financial statements.

In May 2014, the FASB issued an amendment to the accounting guidance related to revenue recognition. The amendment was the result of a joint project between the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop common revenue standards for U.S. GAAP and International Financial Reporting Standards ("IFRS"). To meet those objectives, the FASB is amending the FASB Accounting Standards Codification and creating a new Topic 606, Revenue from Contracts with Customers, and the IASB is issuing IFRS 15, Revenue from Contracts with Customers. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those years. Early application is not permitted. We are evaluating the impact of adopting this guidance to our consolidated financial statements.

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In June 2014, the FASB issued an amendment to the accounting guidance relating to share-based compensation to resolve what it saw as diverse accounting treatment of certain awards. With this amendment, the FASB has given explicit guidance to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting rather than as a non-vesting condition that affects the grant-date fair value of an award. The new guidance is effective for annual periods beginning after December 15, 2015 and for the interim periods within those annual periods. Earlier adoption is permitted. We have evaluated the impact of adopting this prospective guidance to our consolidated financial statements and we believe this amendment to the accounting guidance is not applicable.

Other amendments to GAAP in the U.S. that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

3.     ACQUISITIONS

Acquisition of Dako

On June 21, 2012 , we completed the acquisition of Dako through the acquisition of 100% of share capital of Dako, a limited liability company incorporated under the laws of Denmark, under the share purchase agreement, dated May 16, 2012 . As a result of the acquisition, Dako has become a wholly-owned subsidiary of Agilent. Accordingly, the results of Dako are included in Agilent's consolidated financial statements from the date of the acquisition. For the period from June 22, 2012 to October 31, 2012, Dako's net revenue was $126 million and net loss was $37 million . The acquisition of Dako and its portfolio is another step to increase our growth in several rapidly expanding areas of diagnostics, including anatomic pathology and molecular diagnostics, as well as strengthen our existing offerings with a focus on product development to help in the fight against cancer.

The consideration paid was approximately $2,143 million , of which $1,400 million was paid directly to the seller and $743 million was paid to satisfy outstanding debt. Agilent funded the acquisition using existing cash. In connection with the acquisition of Dako, Agilent entered into several foreign currency forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in Danish Krone and the repayment of debt in multiple currencies. The aggregate notional amount of the currencies hedged was $1.7 billion . These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $14 million and was recorded in other income (expense) in the consolidated statement of operations for the year ended October 31, 2012.

The Dako acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded by Agilent at their estimated fair values. Agilent determined the estimated fair values with the assistance of appraisals or valuations performed by third party specialists, discounted cash flow analyses, and estimates made by management. We expect to realize revenue synergies, leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce. The company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Dako's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

All goodwill was allocated to the life sciences and diagnostics segment. We do not expect the goodwill recognized to be deductible for income tax purposes. Any impairment charges made in the future associated with goodwill will not be tax deductible.

A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, approximately $185 million was established as a deferred tax liability for the future amortization of these intangibles and is included in "other long-term liabilities" in the table below.

 

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The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of June 21, 2012 (in millions):

 

Cash and cash equivalents			$	11
Accounts receivable			96
Inventories			90
Other current assets			5
Property, plant and equipment			146
Long term investments			11
Intangible assets			738
Other assets			13
Goodwill			1,382
Total assets acquired		2,492
Accounts payable			(24		)
Employee compensation and benefits			(24		)
Other accrued liabilities			(47		)
Long-term debt			(43		)
Other long-term liabilities			(211		)
Net assets acquired			$	2,143

 

The fair value of cash and cash equivalents, accounts receivable, other current assets, accounts payable and other accrued liabilities were generally determined using historical carrying values given the short-term nature of these assets and liabilities.

 

The fair values for acquired inventory, property, plant and equipment, and intangible assets were determined with the input from third party valuation specialists.

 

The fair values of certain other assets, investments, long-term debt, and certain other long-term liabilities were determined internally using historical carrying values and estimates made by management.

 

Valuations of intangible assets acquired

 

The components of intangible assets acquired in connection with the Dako acquisition were as follows (in millions):

 

	Fair Value						Estimated Useful Life
Developed product technology		$	287				8 - 9 yrs
Customer relationships		140					4 years
Tradenames and trademarks		128					12 years
Total intangible assets subject to amortization		555
In-process research and development		183
Total intangible assets		$	738

 

As noted above, the intangible assets, including in-process research and development, were valued with input from valuation specialists. The In-Process Research and Development was valued using the multi-period excess earnings method under the income approach by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. The primary in-process project acquired relates to a major new product platform which was released and amortization began in the second quarter of fiscal 2013. Total costs to complete for all Dako In- Process Research and Development were estimated at approximately $49 million over time as of the close date.

Acquisition and integration costs directly related to the Dako acquisition totaled $15 million and $15 million for the years ended October 31, 2013 and 2012, respectively and were recorded in selling, general and administrative expenses. Such costs are expensed in accordance with the authoritative accounting guidance.

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The following represents pro forma operating results as if Dako had been included in the company's condensed consolidated statements of operations as of the beginning of fiscal 2011(in millions, except per share amounts):

	2012
Net revenue	$	7,100
Net income	$	1,145
Net income per share — basic	$	3.29
Net income per share — diluted	$	3.24

The pro forma financial information assumes that the companies were combined as of November 1, 2010 and include business combination accounting effects from the acquisition including amortization charges from acquired intangible assets, the impact on cost of sales due to the respective estimated fair value adjustments to inventory, changes to interest income for cash used in the acquisition, interest expense and currency losses associated with debt paid in connection with the acquisition and acquisition related transaction costs and tax related effects. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2011.

 

The unaudited pro forma financial information for the year ended October 31, 2012 combines the historical results of Agilent for the year ended October 31, 2012 (which includes Dako after the acquisition date) and for Dako for the six months ended March 31, 2012 and the two months ended May 31, 2012.

4.     SHARE-BASED COMPENSATION

Agilent accounts for share-based awards in accordance with the provisions of the accounting guidance which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors including employee stock option awards, restricted stock units, employee stock purchases made under our ESPP and performance share awards granted to selected members of our senior management under the LTPP based on estimated fair values.

Description of Share-Based Plans

Employee stock purchase plan.     Effective November 1, 2000, we adopted the ESPP. The ESPP allows eligible employees to contribute up to ten percent of their base compensation to purchase shares of our common stock at 85 percent of the closing market price at purchase date. Shares authorized for issuance in connection with the ESPP are subject to an automatic annual increase of the lesser of one percent of the outstanding shares of common stock of Agilent on November 1, or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the ESPP, in no event shall the number of shares issued under the ESPP exceed 75 million shares.

Under our ESPP, employees purchased 1,604,406 shares for $73 million in 2014 , 1,454,724 shares for $48 million in 2013 and 1,405,774 shares for $47 million in 2012 . As of October 31, 2014 , the number of shares of common stock authorized and available for issuance under our ESPP was 39,990,573 .

Incentive compensation plans.     On November 19, 2008 and March 11, 2009, the Compensation Committee of Board of Directors and the stockholders, respectively, approved the Agilent Technologies, Inc. 2009 Stock Plan (the "2009 Stock Plan") to replace the Company's 1999 Stock Plan and 1999 Stock Non-Employee Director Stock Plan and subsequently reserved 25 million shares of Company common stock that may be issued under the 2009 Plan, plus any shares forfeited or cancelled under the 1999 Stock Plan. The 2009 Stock Plan provides for the grant of awards in the form of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance shares and performance units with performance-based conditions on vesting or exercisability, and cash awards. The 2009 Plan has a term of ten years . As of October 31, 2014 , 9,019,407 shares were available for future awards under the 2009 Stock Plan.

Stock options granted under the 2009 Stock Plans may be either "incentive stock options", as defined in Section 422 of the Internal Revenue Code, or non-statutory. Options generally vest at a rate of 25 percent per year over a period of four years from the date of grant and generally have a maximum contractual term of ten years . The exercise price for stock options is generally not less than 100 percent of the fair market value of our common stock on the date the stock award is granted.

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Effective November 1, 2003, the Compensation Committee of the Board of Directors approved the LTPP, which is a performance stock award program administered under the 2009 Stock Plan, for the company's executive officers and other key employees. Participants in this program are entitled to receive unrestricted shares of the company's stock after the end of a three-year period, if specified performance targets are met. LTPP awards are generally designed to meet the criteria of a performance award with the performance metrics and peer group comparison set at the beginning of the performance period. Based on the performance metrics the final award may vary from zero to 200 percent of the target award. The maximum contractual term for awards under the LTPP program is three years . We consider the dilutive impact of this program in our diluted net income per share calculation only to the extent that the performance conditions are met.

In March 2007, we began to issue restricted stock units under our share-based plans. The estimated fair value of the restricted stock unit awards granted under the Stock Plans is determined based on the market price of Agilent's common stock on the date of grant adjusted for expected dividend yield. Restricted stock units generally vest, with some exceptions, at a rate of 25 percent per year over a period of four years from the date of grant.

In connection with the separation of Keysight Technologies on November 1, 2014 and in accordance with the Employee Matters Agreement we will make certain adjustments to the exercise price and number of our share-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Exercisable and non-exercisable stock options will be converted to those of the entity where the employee is working post-separation. Restricted stock units awards and long-term performance plan grants will be adjusted to provide holders restricted stock units and long-term performance plan grants in the company that employs such employee following the separation. We believe these adjustments to our stock-based compensation awards will not have a material impact on compensation expense.

Impact of Share-based Compensation Awards

We have recognized compensation expense based on the estimated grant date fair value method under the authoritative guidance. For all share-based awards we have recognized compensation expense using a straight-line amortization method. As the guidance requires that share-based compensation expense be based on awards that are ultimately expected to vest, estimated share-based compensation has been reduced for estimated forfeitures.

The impact on our results for share-based compensation was as follows:

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Cost of products and services	$	23			$	20			$	16
Research and development	14				12				10
Selling, general and administrative	61				56				50
Total share-based compensation expense	$	98			$	88			$	76

At October 31, 2014 and 2013 there was no share-based compensation capitalized within inventory. The windfall income tax benefit realized from the exercised stock options and similar awards recognized was $1 million in 2014 , $2 million in 2013 and zero in 2012 , respectively. In the third quarter of 2014, an out of period adjustment was recorded to reverse previously recognized windfall tax benefits in the amount of $12 million and was the result of the correction to the computation of a cash tax benefit realized in prior years. The correction is not considered material to current or prior periods. In addition, approximately $11 million of previously recognized windfall tax benefits was reversed due to the favorable settlement of a tax authority examination in first quarter of 2014. The weighted average grant date fair value of options, granted in 2014 , 2013 and 2012 was $18.73 , $12.18 and $13.69 per share, respectively.

Included in the 2014 and 2013 expense is incremental expense for acceleration of share-based compensation related to the announced workforce reduction plan of $1 million and $3 million , respectively . In 2012, the expense for the acceleration of share-based compensation related to the announced workforce reduction plan was immaterial. Upon termination of the employees impacted by workforce reduction, the non-vested Agilent awards held by these employees immediately vests. Employees have a period of up to three months in which to exercise the Agilent options before such options are cancelled.

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Valuation Assumptions

For all periods presented, the fair value of share based awards for employee stock option awards was estimated using the Black-Scholes option pricing model. For all periods presented, shares granted under the LTPP were valued using a Monte Carlo simulation. The estimated fair value of restricted stock unit awards was determined based on the market price of Agilent's common stock on the date of grant adjusted for expected dividend yield. On January 17, 2012, the company's Board of Directors approved the initiation of quarterly cash dividends to the company's shareholders. The fair value of all the awards granted prior to the declaration of quarterly cash dividend was measured based on an expected dividend yield of 0%. The ESPP allows eligible employees to purchase shares of our common stock at 85 percent of the fair market value at the purchase date.

The following assumptions were used to estimate the fair value of employee stock options and LTPP grants.

	Years Ended October 31,
	2014		2013		2012
Stock Option Plans:
Weighted average risk-free interest rate	1.69%		0.86%		0.88%
Dividend yield	1%		1%		0%
Weighted average volatility	39%		39%		38%
Expected life	5.8 years		5.8 years		5.8 years
LTPP:
Volatility of Agilent shares	36%		37%		41%
Volatility of selected peer-company shares	13%-57%		6%-64%		17%-75%
Price-wise correlation with selected peers	47%		49%		62%

Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective and complex assumptions, including the option's expected life and the price volatility of the underlying stock. For all the years presented, the expected stock price volatility assumption was determined using the historical volatility of Agilent's stock options over the most recent historical period equivalent to the expected life.

In developing our estimated life of our employee stock options of 5.8  years for 2012 to 2014, we considered the historical option exercise behavior of our executive employees who were granted the majority of the options in the annual grants made which we believe is representative of future behavior.

Share-based Payment Award Activity

Employee Stock Options

The following table summarizes employee stock option award activity made to our employees and directors for 2014 :

	Options Outstanding			Weighted Average Exercise Price
	(in thousands)
Outstanding at October 31, 2013	9,609			$	32
Granted	1,250			$	54
Exercised	(3,750	)		$	30
Cancelled/Forfeited/Expired	(99	)		$	41
Outstanding at October 31, 2014	7,010			$	36

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Forfeited and expired options from total cancellations in 2014 were as follows:

	Options Cancelled			Weighted Average Exercise Price
	(in thousands)
Forfeited	60			$	49
Expired	39			$	29
Total Options Cancelled during 2014	99			$	41

The options outstanding and exercisable for equity share-based payment awards at October 31, 2014 were as follows:

	Options Outstanding													Options Exercisable
Range of Exercise Prices	Number Outstanding			Weighted Average Remaining Contractual Life		Weighted Average Exercise Price				Aggregate Intrinsic Value				Number Exercisable			Weighted Average Remaining Contractual Life			Weighted Average Exercise Price				Aggregate Intrinsic Value
	(in thousands)			(in years)						(in thousands)				(in thousands)			(in years)							(in thousands)
$0 - 25	690			1.9		$	20			$	24,240			690			1.9			$	20			$	24,240
$25.01 - 30	466			4.9		$	29			12,032				466			4.9			$	29			12,032
$30.01 - 40	4,646			5.4		$	35			93,664				2,612			3.8			$	34			54,838
$40.01 - 50	6			7.4		$	45			59				3			7.4			$	45			29
$50.01 & over	1,202			9.1		$	54			$	2,054			—			—			$	—			$	—
	7,010			5.7		$	36			$	132,049			3,771			3.6			$	31			$	91,139

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the company's closing stock price of $55.28 at October 31, 2014 , which would have been received by award holders had all award holders exercised their awards that were in-the-money as of that date. The total number of in-the-money awards exercisable at October 31, 2014 was approximately 4 million .

The following table summarizes the aggregate intrinsic value of options exercised and the fair value of options granted in 2014 , 2013 and 2012 :

	Aggregate Intrinsic Value				Weighted Average Exercise Price				Per Share Value Using Black-Scholes Model
	(in thousands)
Options exercised in fiscal 2012	$	38,188			$	23
Black-Scholes per share value of options granted during fiscal 2012									$	14
Options exercised in fiscal 2013	$	71,499			$	28
Black-Scholes per share value of options granted during fiscal 2013									$	12
Options exercised in fiscal 2014	$	98,075			$	30
Black-Scholes per share value of options granted during fiscal 2014									$	19

As of October 31, 2014 , the unrecognized share-based compensation costs for outstanding stock option awards, net of expected forfeitures, was approximately $12 million which is expected to be amortized over a weighted average period of 2.2  years. The amount of cash received from the exercise of share-based awards granted was $188 million in 2014 , $161 million in 2013 and $100 million in 2012 . See Note 5, "Income Taxes" for the tax impact on share-based award exercises.

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Non-vested Awards

The following table summarizes non-vested award activity in 2014 primarily for our LTPP and restricted stock unit awards:

	Shares			Weighted Average Grant Price
	(in thousands)
Non-vested at October 31, 2013	3,546			$	37
Granted	1,358			$	54
Vested	(1,324	)		$	40
Forfeited	(104	)		$	42
Change in LTPP shares vested in the year due to performance conditions	(43	)		$	36
Non-vested at October 31, 2014	3,433			$	44

As of October 31, 2014 , the unrecognized share-based compensation costs for non-vested restricted stock awards, net of expected forfeitures, was approximately $56 million which is expected to be amortized over a weighted average period of 2.3  years. The total fair value of restricted stock awards vested was $54 million for 2014 , $44 million for 2013 and $54 million for 2012 .

5.     INCOME TAXES

The domestic and foreign components of income before taxes are:

	Years Ended October 31,
	2014				2013				2012
	(in millions)
U.S. operations	$	(117	)		$	39			$	45
Non-U.S. operations	763				820				998
Total income before taxes	$	646			$	859			$	1,043

The provision (benefit) for income taxes is comprised of:

	Years Ended October 31,
	2014				2013				2012
	(in millions)
U.S. federal taxes:
Current	$	12			$	24			$	6
Deferred	(11		)		48				(144		)
Non-U.S. taxes:
Current	260				77				41
Deferred	(117		)		(24		)		(22		)
State taxes, net of federal benefit:
Current	2				3				1
Deferred	(4		)		7				8
Total provision	$	142			$	135			$	(110	)

The income tax provision does not reflect potential future tax savings resulting from excess deductions associated with our various share-based award plans.

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The significant components of deferred tax assets and deferred tax liabilities included on the consolidated balance sheet are:

	October 31,
	2014								2013
	Deferred Tax Assets				Deferred Tax Liabilities				Deferred Tax Assets				Deferred Tax Liabilities
	(in millions)
Inventory	$	32			$	—			$	32			$	—
Intangibles	—				154				—				214
Property, plant and equipment	40				—				18				—
Warranty reserves	27				—				25				—
Retiree medical benefits	—				14				—				—
Pension benefits	166				—				42				—
Employee benefits, other than retirement	49				—				57				—
Net operating loss, capital loss, and credit carryforwards	209				—				263				—
Unrealized gains/losses on investments	—				—				24				—
Unremitted earnings of foreign subsidiaries	—				61				—				114
Share-based compensation	56				—				54				—
Deferred revenue	82				—				27				—
Other	21				13				36				3
Subtotal	682				242				578				331
Tax valuation allowance	(134		)		—				(85		)		—
Total deferred tax assets or deferred tax liabilities	$	548			$	242			$	493			$	331

The significant increase in 2014 as compared to 2013 for the deferred tax asset relating to pension benefits is due mainly to the tax effect of changes in pension plans recognized in other comprehensive income. The decrease in the deferred tax liability relating to intangible assets is due primarily to amortization of acquired intangible assets from Dako. The amortization expenses associated with acquired intangible assets are not deductible for tax purposes. In the fourth quarter we recorded a deferred tax asset and related full valuation allowance in the amount of $43 million for a previously unrecorded Capital Loss Carryover in Australia. The loss arose in 2001 and may be carried forward indefinitely. A valuation allowance is recorded because the Australian entity has limited ability to generate taxable capital gains. This correction is not considered material to current or prior periods.

Agilent records U.S. income taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries' earnings are considered indefinitely reinvested outside the U.S. As of October 31, 2014 the Company recognized a $61 million deferred tax liability for the overall residual tax expected to be imposed upon the repatriation of unremitted foreign earnings that are not considered permanently reinvested. As of October 31, 2014 , the cumulative amount of undistributed earnings considered indefinitely reinvested was $5.7 billion . No deferred tax liability has been recognized on the basis difference created by such earnings since it is our intention to utilize those earnings in the company’s foreign operations. Because of the availability of U.S. foreign tax credits, the determination of the unrecognized deferred tax liability on these earnings is not practicable.

The breakdown between current and long-term deferred tax assets and deferred tax liabilities was as follows for the years 2014 and 2013 :

	October 31,
	2014				2013
	(in millions)
Current deferred tax assets (included within other current assets)	$	160			$	115
Long-term deferred tax assets (included within other assets)	289				264
Current deferred tax liabilities (included within other accrued liabilities)	(6		)		(4		)
Long-term deferred tax liabilities (included within other long-term liabilities)	(137		)		(213		)
Total	$	306			$	162

Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. In the fourth quarter of 2012, management concluded that the valuation allowance for most of Agilent's U.S. federal and state deferred

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tax assets is no longer needed primarily due to the emergence from cumulative losses in recent years, the return to sustainable U.S. operating profits and the expectation of sustainable profitability in future periods. As of October 31, 2012, the cumulative positive evidence outweighed the negative evidence regarding the likelihood that most of the deferred tax asset for Agilent's U.S. consolidated income tax group will be realized. Accordingly, we recognized a non-recurring tax benefit of $280 million relating to the valuation allowance reversal. As of October 31, 2014, we continued to maintain a valuation allowance of $134 million until sufficient positive evidence exists to support reversal. The valuation allowance is mainly related to deferred tax assets for California R&D credits, net operating losses in the Netherlands and capital losses in Australia.

At October 31, 2014 , we had federal net operating loss carryforwards of approximately $8 million and zero tax credit carryforwards. The federal net operating losses expire in years beginning 2022 through 2026 . At October 31, 2014 , we had state net operating loss carryforwards of approximately $202 million which expire in years beginning 2015 through 2031 , if not utilized. In addition, we had net state tax credit carryforwards of $31 million that do not expire. All of the federal and some of the state net operating loss carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. At October 31, 2014 , we also had foreign net operating loss carryforwards of approximately $547 million . Of this foreign loss, $227 million will expire in years beginning 2015 through 2022, if not utilized. The remaining $320 million has an indefinite life. Some of the foreign losses are subject to annual loss limitation rules. These annual loss limitations in the U.S. and foreign jurisdictions may result in the expiration or reduced utilization of the net operating losses.

The authoritative guidance prohibits recognition of a deferred tax asset for excess tax benefits related to stock and stock option plans that have not yet been realized through reduction in income taxes payable. Such unrecognized deferred tax benefit totals $194 million as of October 31, 2014 and will be accounted for as a credit to shareholders' equity, if and when realized, through a reduction in income taxes payable. The Company recognized approximately $46 million as a credit to shareholders' equity for cumulative excess tax benefits related to stock and stock option plans that have been realized as of October 31, 2014.

The differences between the U.S. federal statutory income tax rate and our effective tax rate are:

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Profit before tax times statutory rate	$	226			$	301			$	365
State income taxes, net of federal benefit	(6		)		7				8
Non-U.S. income taxed at different rates	(156		)		(162		)		(144		)
Change in unrecognized non-U.S. tax benefits	—				—				(68		)
Change in unrecognized U.S. tax benefits	(160		)		—				—
Repatriation of foreign earnings	149				—				—
Valuation allowances	49				(8		)		(280		)
Non-deductible costs related to the separation of Keysight	17				—				—
Transfer pricing adjustments for prior years	12				—				—
Other, net	11				(3		)		9
Provision for income taxes	$	142			$	135			$	(110	)
Effective tax rate	22		%		16		%		(11		)%

Agilent enjoys tax holidays in several different jurisdictions, most significantly in Singapore. The tax holidays provide lower rates of taxation on certain classes of income and require various thresholds of investments and employment or specific types of income in those jurisdictions. The tax holidays are due for renewal between 2015 and 2023. The Keysight entity in Singapore has not obtained a tax holiday to date. Accordingly, income tax expense has been recorded on its fourth quarter earnings at the statutory rate. As a result of the incentives, the impact of the tax holidays decreased income taxes by $76 million , $127 million , and $122 million in 2014 , 2013 , and 2012 , respectively. The benefit of the tax holidays on net income per share (diluted) was approximately $0.23 , $0.37 , and $0.35 in 2014 , 2013 and 2012 , respectively.

For 2014, the effective tax rate was 22 percent .The 22 percent effective tax rate is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in particular Singapore where we enjoy tax holidays. In the fourth quarter we recorded an out of period tax expense of $13 million tax for corrections to U.S. deferred taxes. In the third quarter we recorded out of period adjustments consisting of a $9 million tax benefit related to the correction of the tax basis of land in the UK and a $3 million tax expense to correct tax related balance sheet accounts. In the second quarter we recorded an out of period adjustment to tax expense of approximately $12 million for correction of transfer pricing for tax years 2012 and 2013. These corrections are not considered material to current or prior periods. The effective tax rate increased by 6 percent over

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the previous year primarily due to lower earnings in non-US jurisdictions taxed a lower statutory rates, the out of period adjustments listed above and the impact of non-deductible costs related to the separation of Keysight of $17 million .

For 2013, the effective tax rate was 16 percent. The 16 percent effective tax rate is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in particular Singapore where we enjoy tax holidays. The effective tax rate also included a $12 million out-of-period adjustment to increase tax expense, recognized in the second quarter of 2013, associated with the write off of deferred tax assets related to foreign tax credits incorrectly claimed in prior years.

For 2012, the effective tax was a benefit of 11 percent. The 11 percent effective tax rate benefit reflected tax on earnings in jurisdictions that had low effective tax rates and includes a $280 million tax benefit due to the reversal of a valuation allowance for most U.S. federal and state deferred tax assets. Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. In the fourth quarter of 2012, management concluded that the valuation allowance for most of Agilent's U.S. federal and state deferred tax assets was no longer needed primarily due to the emergence from cumulative losses in recent years, the return to sustainable U.S. operating profits and the expectation of sustainable profitability in future periods. As of October 31, 2012, the cumulative positive evidence outweighed the negative evidence regarding the likelihood that most of the deferred tax asset for Agilent's U.S. consolidated income tax group will be realized. Accordingly, the Company recognized a non-recurring tax benefit of $280 million relating to the valuation allowance reversal. The effective tax rate also included a non-recurring tax expense of $88 million relating to an increase in the overall residual U.S. tax expected to be imposed upon the repatriation of unremitted foreign earnings previously considered permanently reinvested. During the fourth quarter of 2012, the Company assessed the forecasted cash needs and the overall financial position of its foreign subsidiaries and determined that a portion of previously permanently reinvested earnings would no longer be reinvested overseas. The effective tax rate was also reduced by a $68 million tax benefit primarily associated with the recognition of previously unrecognized tax benefits and the reversal of the related interest accruals due to the reassessment of certain uncertain tax positions relating to foreign jurisdictions.

The breakdown between current and long-term income tax assets and liabilities, excluding deferred tax assets and liabilities, was as follows for the years 2014 and 2013 :

	October 31,
	2014				2013
	(in millions)
Current income tax assets (included within other current assets)	$	99			$	42
Long-term income tax assets (included within other assets)	48				34
Current income tax liabilities (included within other accrued liabilities)	(151		)		(48		)
Long-term income tax liabilities (included within other long-term liabilities)	(289		)		(341		)
Total	$	(293	)		$	(313	)

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. The ultimate resolution of tax uncertainties may differ from what is currently estimated, which could result in a material impact on income tax expense. If our estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.

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The aggregate changes in the balances of our unrecognized tax benefits including all federal, state and foreign tax jurisdictions are as follows:

	2014				2013				2012
	(in millions)
Balance, beginning of year	$	516			$	464			$	469
Additions for acquisitions	—				—				—
Additions for tax positions related to the current year	47				53				56
Additions for tax positions from prior years	16				11				40
Reductions for tax positions from prior years	(144		)		(6		)		(90		)
Settlements with taxing authorities	(2		)		(3		)		(2		)
Statute of limitations expirations	(9		)		(3		)		(9		)
Balance, end of year	$	424			$	516			$	464

As of October 31, 2014 , we had $424 million of unrecognized tax benefits of which $405 million , if recognized, would affect our effective tax rate.

We recognized a tax benefit of $10 million , a tax expense of $5 million and a tax benefit $4 million of interest and penalties related to unrecognized tax benefits in 2014 , 2013 and 2012 , respectively. Interest and penalties accrued as of October 31, 2014 and 2013 were $29 million and $39 million , respectively.

In the U.S., tax years remain open back to the year 2008 for federal income tax purposes and the year 2000 for significant states. On January 29, 2014 we reached an agreement with the IRS for the tax years 2006 through 2007. The settlement resulted in the recognition of previously unrecognized tax benefits of $160 million , offset by a tax liability on foreign distributions of approximately $148 million principally related to additional foreign earnings that was recognized in conjunction with the settlement. Agilent's U.S. federal income tax returns for 2008 through 2011 are currently under audit by the IRS.

In connection with the settlement of the 2006-2007 IRS audit, we identified during the first quarter of fiscal year 2014 an overstatement of approximately $65 million in our long-term tax liabilities. The overstatement was recorded in 2008 as a cumulative effect of a change in accounting principle when we adopted Accounting Standard Codification 740-10, Income Taxes. Accordingly, we corrected the error by reducing long-term tax liabilities and increasing retained earnings by $65 million in the first quarter of fiscal 2014. The correction had no impact on net income or cash flows in any prior period and is not considered material to total liabilities or equity in any prior period.

In other major jurisdictions where the company conducts business, the tax years generally remain open back to the year 2003.  With these jurisdictions and the U.S., it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next twelve months due to either the expiration of a statute of limitation or a tax audit settlement.  Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, management is unable to estimate the range of possible changes to the balance of our unrecognized tax benefits.

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6.     NET INCOME PER SHARE

The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the periods presented below.

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Numerator:
Net income	$	504			$	724			$	1,153
Denominators:
Basic weighted average shares	333				341				348
Potential common shares — stock options and other employee stock plans	5				4				5
Diluted weighted average shares	338				345				353

The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax benefits or shortfalls charged to additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising stock options and unamortized share-based compensation expense and tax benefits or shortfalls collectively are assumed proceeds to be used to repurchase hypothetical shares. An increase in the fair market value of the company's common stock can result in a greater dilutive effect from potentially dilutive awards. The total number of share-based awards issued in 2014 , 2013 and 2012 were 6 million , 6 million and 5 million , respectively.

We exclude stock options with exercise prices greater than the average market price of our common stock from the calculation of diluted earnings per share because their effect would be anti-dilutive. For 2014, 2013 and 2012, options to purchase 1,500 , 4,200 and 436,500 shares respectively were excluded from the calculation of diluted earnings per share. In addition, we also exclude from the calculation of diluted earnings per share, stock options, ESPP, LTPP and restricted stock awards whose combined exercise price, unamortized fair value and excess tax benefits or shortfalls collectively were greater than the average market price of our common stock because their effect would also be anti-dilutive.  For the year ended 2014, 2013 and 2012, options to purchase 383,200 , 18,300 and 1,544,600 shares respectively were excluded from the calculation of diluted earnings per share.

7.     SUPPLEMENTAL CASH FLOW INFORMATION

Net cash paid for income taxes was $131 million in 2014 , $110 million in 2013 , and $86 million in 2012 . Cash paid for interest was $142 million in 2014 , $112 million in 2013 and $111 million in 2012 .

8.     INVENTORY

	October 31,
	2014				2013
	(in millions)
Finished goods	$	585			$	552
Purchased parts and fabricated assemblies	487				514
Inventory	$	1,072			$	1,066

Inventory-related excess and obsolescence charges of $79 million were recorded in total cost of products in 2014 , $48 million in 2013 and $30 million in 2012 , respectively. We record excess and obsolete inventory charges for both inventory on our site as well as inventory at our contract manufacturers and suppliers where we have non-cancellable purchase commitments.

On November 1, 2014 we transferred approximately $498 million of inventory to Keysight.

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9.     PROPERTY, PLANT AND EQUIPMENT, NET

	October 31,
	2014				2013
	(in millions)
Land	$	120			$	131
Buildings and leasehold improvements	1,341				1,330
Machinery and equipment	1,054				1,019
Software	410				398
Total property, plant and equipment	2,925				2,878
Accumulated depreciation and amortization	(1,824		)		(1,744		)
Property, plant and equipment, net	$	1,101			$	1,134

Asset impairments other than related to our exit of the NMR business were zero in 2014 , $3 million in 2013 and zero in 2012 . Asset impairments in connection with the exit of the NMR business were $7 million in 2014. Depreciation expenses were $194 million in 2014 , $181 million in 2013 and $171 million in 2012 .

For the year ended October 31, 2012 we recorded $15 million of accelerated depreciation related to a building classified as held and used. In accordance with the accounting guidance, it was determined that the building had been abandoned and an assessment was made of the remaining useful life of the building. The building was written down to its fair value. On April 30, 2014, Agilent entered into a binding sales contract with real estate developers to sell land in the U.K. The contract calls for proportionate transfers and payments of three separate land tracts totaling approximately $34 million in May 2014, November 2015 and November 2016. Under the authoritative accounting guidance the full accrual method will be used to account for these transactions and gains on the sales recognized at each sale and payment date. In the year ended October 31, 2014 we recognized $11 million gain on sale of land in respect of the first of three land tracts in selling, general and administrative expenses. The property transfers to Keysight at distribution and the two remaining future payments in November 2015 and November 2016 from the developers will become due to and collected by Keysight.

On November 1, 2014 approximately $470 million of net book value of property plant and equipment was transferred to Keysight.

10.   GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balances at October 31, 2014 , 2013 and 2012 and the movements in 2014 and 2013 for each of our reportable segments are shown in the table below:

	Life Sciences and Diagnostics				Chemical Analysis				Electronic Measurement				Total
	(in millions)
Goodwill as of October 31, 2012	$	1,807			$	751			$	467			$	3,025
Foreign currency translation impact	63				(10		)		(47		)		6
Goodwill arising from acquisitions	13				4				(1		)		16
Goodwill as of October 31, 2013	$	1,883			$	745			$	419			$	3,047
Foreign currency translation impact	(116		)		(5		)		(32		)		(153		)
Goodwill arising from acquisitions	—				—				5				5
Goodwill as of October 31, 2014	$	1,767			$	740			$	392			$	2,899

As of September 30, 2014, we assessed goodwill impairment for our reporting units and no impairment of goodwill was indicated.

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The component parts of other intangible assets at October 31, 2014 and 2013 are shown in the table below:

	Other Intangible Assets
	Gross Carrying Amount				Accumulated Amortization and Impairments				Net Book Value
	(in millions)
As of October 31, 2013:
Purchased technology	$	1,019			$	460			$	559
Trademark/Tradename	176				40				136
Customer relationships	401				215				186
Total amortizable intangible assets	$	1,596			$	715			$	881
In-Process R&D	35				—				35
Total	$	1,631			$	715			$	916
As of October 31, 2014:
Purchased technology	$	1,005			$	589			$	416
Trademark/Tradename	168				53				115
Customer relationships	400				282				118
Total amortizable intangible assets	$	1,573			$	924			$	649
In-Process R&D	18				—				18
Total	$	1,591			$	924			$	667

In 2014, we recorded additions to goodwill and intangible assets of $5 million and $6 million , respectively related to the acquisition of one business. During the year, we also recorded $42 million of foreign exchange translation impact decreasing the other intangibles. In addition, we transferred $11 million excluding currency movements from in-process R&D to purchased technology in the year ended October 31, 2014 , as projects were completed. In 2014, we recorded $12 million of impairment of other intangibles due to the exit of the NMR business. In addition, we recorded $4 million , $1 million and $1 million of impairments of other intangibles related to the cancellation of in-process research and development projects during 2014, 2013 and 2012, respectively.

In 2013, we recorded additions to goodwill of $16 million related to the acquisition of four businesses. During the year, we also recorded $5 million of additions and adjustments to other intangibles mostly related to the same four businesses. We recorded $25 million of foreign exchange translation impact to other intangibles in 2013. The $158 million decrease in in-process R&D was largely due to the completion of projects in our life sciences and diagnostics segment.

Amortization of intangible assets was $197 million in 2014 , $199 million in 2013 , and $136 million in 2012 . Future amortization expense related to finite-lived existing purchased intangible assets is estimated to be $173 million in 2015 , $147 million for 2016 , $101 million for 2017 , $67 million for 2018 , $51 million for 2019 , and $110 million thereafter.

11.   INVESTMENTS

Equity Investments

The following table summarizes the company's equity investments as of October 31, 2014 and 2013 (net book value):

	October 31,
	2014				2013
	(in millions)
Long-Term
Cost method investments	$	40			$	44
Trading securities	48				51
Available-for-sale investments	35				25
Equity method investments	36				19
Total	$	159			$	139

Cost method investments consist of non-marketable equity securities and two funds and are accounted for at historical cost. Trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in

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earnings. Investments designated as available-for-sale are reported at fair value, with unrealized gains and losses, net of tax, included in stockholders' equity. Equity method investments are reported at the amount of the company’s initial investment and adjusted each period for the company’s share of the investee’s income or loss and dividend paid.

Investments in available-for-sale securities at estimated fair value were as follows as of October 31, 2014 and 2013:

		October 31, 2014																October 31, 2013
		Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value				Cost				Gross Unrealized Gains				Gross Unrealized Losses				Estimated Fair Value
	(in millions)
Equity securities		15				20				—				35				15				10				—				25
		$	15			$	20			$	—			$	35			$	15			$	10			$	—			$	25

All of our investments, excluding trading securities, are subject to periodic impairment review. The impairment analysis requires significant judgment to identify events or circumstances that would likely have significant adverse effect on the future value of the investment. We consider various factors in determining whether an impairment is other-than-temporary, including the severity and duration of the impairment, forecasted recovery, the financial condition and near-term prospects of the investee, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Amounts included in other income (expense), net for realized gains on the sale of available-for-sale securities and the appropriate share of loss on equity method investments were as follows:

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Available-for-sale investments — realized gain	$	1			$	1			$	2
Equity method investments - share of losses	(7		)		$	(2	)		$	—

Net unrealized gains on our trading securities portfolio were $3 million in 2014 , $8 million in 2013 and $5 million in 2012 .

Realized gains from the sale of cost method securities were zero for 2014 , zero for 2013 and $2 million for 2012 . Proceeds from the sale of cost method investments were zero in 2014 and $11 million in 2013.

Investments in Leases

In February 2001 , we sold a parcel of surplus land in San Jose, California for $287 million in cash. In August 2001, we acquired a long-term leasehold interest in several municipal properties in southern California. In 2002 , we received $237 million in non-refundable prepaid rent related to the leasehold interests described above.

In December 2011 , we terminated our leasehold interest in the municipal properties, received $80 million in cash and recognized a loss of approximately $2 million .

12.   FAIR VALUE MEASUREMENTS

The authoritative guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market and assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

The guidance establishes a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into three levels. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:

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Level 1 — applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 — applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.

Level 3 — applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2014 were as follows:

					Fair Value Measurement at October 31, 2014 Using
	October 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Assets:
Short-term
Cash equivalents (money market funds)	$	1,751			$	1,751			$	—			$	—
Derivative instruments (foreign exchange contracts)	19				—				19				—
Long-term
Trading securities	48				48				—				—
Available-for-sale investments	35				35				—				—
Total assets measured at fair value	$	1,853			$	1,834			$	19			$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	7			$	—			$	7			$	—
Long-term
Deferred compensation liability	48				—				48				—
Total liabilities measured at fair value	$	55			$	—			$	55			$	—

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Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2013 were as follows:

					Fair Value Measurement at October 31, 2013 Using
	October 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Assets:
Short-term
Cash equivalents (money market funds)	$	1,968			$	1,968			$	—			$	—
Derivative instruments (foreign exchange contracts)	7				—				7				—
Long-term
Trading securities	51				51				—				—
Available-for-sale investments	25				25				—				—
Total assets measured at fair value	$	2,051			$	2,044			$	7			$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	6			$	—			$	6			$	—
Long-term
Deferred compensation liability	51				—				51				—
Total liabilities measured at fair value	$	57			$	—			$	57			$	—

Our money market funds, trading securities, and available-for-sale investments are generally valued using quoted market prices and therefore are classified within level 1 of the fair value hierarchy. Our derivative financial instruments are classified within level 2, as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets. Our deferred compensation liability is classified as level 2 because although the values are not directly based on quoted market prices, the inputs used in the calculations are observable.

Trading securities and deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in net income. Investments designated as available-for-sale and certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in stockholders' equity. Realized gains and losses from the sale of these instruments are recorded in net income.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Long-Lived Assets

For assets measured at fair value on a non-recurring basis, the following table summarizes the impairments included in net income for the years ended October 31, 2014 , 2013 and 2012:

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Long-lived assets held and used	$	23			$	2			$	1
Long-lived assets held for sale	$	—			$	1			$	—

Long-lived assets held and used with a carrying amount of $23 million were written down to their fair value of zero , resulting in an impairment charge of $23 million , which was included in net income for 2014 . The impairment charge for 2014 includes $19 million relating to the exit of a business and $4 million related to various IPR&D projects that were written down to their fair value of zero. Long-lived assets held and used with a carrying amount of $2 million were written down to their fair value of zero , resulting in an impairment charge of $2 million , which was included in net income for 2013 . Long-lived assets held and used with

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a carrying amount of $1 million were written down to their fair value of zero , resulting in an impairment charge of $1 million , which was included in net income for 2012 .

There were no impairments of long-lived assets held for sale in 2014. Long-lived assets held for sale with a carrying amount of $3 million were written down to their fair value of $2 million , resulting in an impairment charge of $1 million which was included in net income for 2013. There were no impairments of long-lived assets held for sale in 2012.

Fair values for the impaired long-lived assets were measured using level 2 and level 3 inputs.

13.   DERIVATIVES

We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of risk management strategy, we use derivative instruments, primarily forward contracts, purchased options, and interest rate swaps, to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates and interest rates.

Fair Value Hedges

We are exposed to interest rate risk due to the mismatch between the interest expense we pay on our loans at fixed rates and the variable rates of interest we receive from cash, cash equivalents and other short-term investments. We have issued long-term debt in U.S. dollars at fixed interest rates based on the market conditions at the time of financing. The fair value of our fixed rate debt changes when the underlying market rates of interest change, and, in the past, we have used interest rate swaps to change our fixed interest rate payments to U.S. dollar LIBOR-based variable interest expense to match the floating interest income from our cash, cash equivalents and other short term investments. As of October 31, 2014 , all interest rate swap contracts had either been terminated or had expired.

On November 25, 2008 , we terminated two interest rate swap contracts associated with our 2017 senior notes that represented the notional amount of $400 million . The asset value, including interest receivable, upon termination was approximately $43 million and the amount to be amortized at October 31, 2014 was $3 million . On August 9, 2011 , we terminated five interest rate swap contracts related to our 2020 senior notes that represented the notional amount of $500 million . The asset value, including interest receivable, upon termination for these contracts was approximately $34 million and the amount to be amortized at October 31, 2014 was $22 million . All deferred gains from terminated interest rate swaps are being amortized over the remaining life of the respective senior notes. On July 14, 2014 we prepaid our 2015 senior notes and amortized the remaining $8 million of deferred gain on the terminated interest rate swap related to those senior notes to other income (expense), net. On October 20, 2014 we prepaid $500 million out of $600 million principal of our 2017 senior notes and amortized $14 million of the total $17 million deferred gain on the terminated interest rate swap related to those senior notes to other income (expense), net. For more information see Note 19, "Long-term debt".

 

Cash Flow Hedges

We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities between one and twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance. The changes in the fair value of the effective portion of the derivative instrument are recognized in accumulated other comprehensive income. Amounts associated with cash flow hedges are reclassified to cost of sales in the consolidated statement of operations when the forecasted transaction occurs. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive income will be reclassified to other income (expense) in the current period. Changes in the fair value of the ineffective portion of derivative instruments are recognized in other income (expense) in the consolidated statement of operations in the current period. We record the premium paid (time value) of an option on the date of purchase as an asset. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in other income (expense) over the life of the option contract. Ineffectiveness in 2014, 2013 and 2012 was not significant. For the year ended October 31, 2014, 2013 and 2012 gains and losses recognized in earnings due to de-designation of cash flow hedge contracts were not significant.

In July 2012, Agilent executed treasury lock agreements for $400 million in connection with future interest payments to be made on our 2022 senior notes issued on September 10, 2012. We designated the treasury lock as a cash flow hedge. The treasury lock contracts were terminated on September 10, 2012 and we recognized a deferred gain in accumulated other comprehensive income of $3 million to be amortized to interest expense over the life of the 2022 senior notes.

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Other Hedges

Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as hedging instruments. Changes in value of the derivative are recognized in other income (expense) in the consolidated statement of operations, in the current period, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.

In connection with the acquisition of Dako, Agilent entered into several foreign currency forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in Danish Krone and the repayment of debt in multiple currencies. The aggregate notional amount of the currencies hedged was $1.7 billion . These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $14 million and was recorded in other income (expense) in the consolidated statement of operations for the year ended October 31, 2012.

Our use of derivative instruments exposes us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We do, however, seek to mitigate such risks by limiting our counterparties to major financial institutions which are selected based on their credit ratings and other factors. We have established policies and procedures for mitigating credit risk that include establishing counterparty credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.

A number of our derivative agreements contain threshold limits to the net liability position with counterparties and are dependent on our corporate credit rating determined by the major credit rating agencies. The counterparties to the derivative instruments may request collateralization, in accordance with derivative agreements, on derivative instruments in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of October 31, 2014 , was $2 million . The credit-risk-related contingent features underlying these agreements had not been triggered as of October 31, 2014 .

There were 127 foreign exchange forward contracts and 7 foreign exchange option contracts open as of October 31, 2014 and designated as cash flow hedges. There were 220 foreign exchange forward contracts open as of October 31, 2014 not designated as hedging instruments. The aggregated U.S. Dollar notional amounts by currency and designation as of October 31, 2014 were as follows:

		Derivatives in Cash Flow Hedging Relationships								Derivatives Not Designated as Hedging Instruments
		Forward Contracts				Option Contracts				Forward Contracts
Currency		Buy/(Sell)				Buy/(Sell)				Buy/(Sell)
		(in millions)
Euro		$	(37	)		$	—			$	207
British Pound		(20		)		—				48
Canadian Dollar		(34		)		—				(1		)
Australian Dollars		6				—				18
Malaysian Ringgit		91				—				15
Japanese Yen		(140		)		(50		)		(5		)
Other		(27		)		—				45
		$	(161	)		$	(50	)		$	327

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Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance sheet in accordance with the authoritative guidance. The gross fair values and balance sheet location of derivative instruments held in the consolidated balance sheet as of October 31, 2014 and 2013 were as follows:

Fair Values of Derivative Instruments
Asset Derivatives										Liability Derivatives
		Fair Value										Fair Value
Balance Sheet Location		October 31, 2014				October 31, 2013				Balance Sheet Location		October 31, 2014				October 31, 2013
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets		$	16			$	4			Other accrued liabilities		$	2			$	4
		$	16			$	4					$	2			$	4
Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets		$	3			$	3			Other accrued liabilities		$	5			$	2
Total derivatives		$	19			$	7					$	7			$	6

The effect of derivative instruments for interest rate swap contracts and for foreign exchange contracts designated as hedging instruments and not designated as hedging instruments in our consolidated statement of operations were as follows:

	2014				2013				2012
	(in millions)
Derivatives designated as hedging instruments:
Fair Value Hedges
Gain on interest rate swap contracts, including interest accrual, recognized in interest expense	$	—			$	—			$	—
Gain (loss) on hedged item, recognized in interest expense	$	—			$	—			$	3
Cash Flow Hedges
Gain recognized in accumulated other comprehensive income	$	13			$	10			$	7
Gain (loss) reclassified from accumulated other comprehensive income into cost of sales	$	(1	)		$	13			$	8
Treasury Lock Agreements
Gain recognized in accumulated other comprehensive income	$	—			$	—			$	3
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense), net	$	(19	)		$	7			$	(34	)

The estimated net amount of existing loss at October 31, 2014 that is expected to be reclassified from other comprehensive income to the cost of sales within the next twelve months is $13 million .

14.   RESTRUCTURING AND EXIT OF NMR BUSINESS

Exit of Nuclear Magnetic Resonance ("NMR") Business. During the fourth quarter of fiscal year 2014, we made the decision to cease the manufacture and sale of our NMR product line within our life sciences and diagnostics segment. The exit of the NMR business was primarily due to the lack of growth and profitability of the product line. In connection with the business exit, we have recorded approximately $68 million in restructuring and other related costs associated with the closure of NMR. These costs are comprised of severance and other personnel costs related to the workforce reduction of approximately 300 employees primarily located in the United Kingdom and California and non-cash charges related to intangible asset impairments and other asset write-downs including inventory. We expect to substantially complete these restructuring activities by the end of fiscal 2016. As of October 31, 2014, substantially all employees are pending termination under the above actions.

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A summary of total “NMR” restructuring activity and other special charges is shown in the table below:

	Workforce Reduction			Impairments of Building and Other Assets			Special Charges Related to Inventory and Others			Total
	(in millions)
Balance as of October 31, 2013	$	—		$	—		$	—		$	—
Income statement expense	16			19			33			68
Asset impairments/inventory charges	—			(19		)	(30		)	(49		)
Cash payments	(2		)	—			—			(2		)
Balance as of October 31, 2014	$	14		$	—		$	3		$	17

The restructuring and other special accruals related to the NMR closure, which totaled $17 million at October 31, 2014, are recorded in other accrued liabilities on the consolidated balance sheet. These balances reflect estimated future cash outlays.

Restructuring. In the second quarter of 2013, in response to slow revenue growth due to macroeconomic conditions, we accrued for a targeted restructuring program that is expected to reduce Agilent's total headcount by approximately 450 regular employees, representing approximately 2 percent of our global workforce. In the fourth quarter of fiscal year 2013, Agilent announced plans to separate the electronic measurement business from Agilent which was completed on November 1, 2014. As a result, approximately 50 employees from the targeted restructuring plan have been redeployed within the company, reducing the total headcount under this plan to 400 employees. The timing and scope of workforce reductions will vary based on local legal requirements. When completed, the restructuring program is expected to result in a reduction in annual cost of sales and operating expenses.

As previously announced, we are streamlining our manufacturing operations. As part of this action, we anticipate the reduction of approximately 250 positions to reduce our annual cost of sales.

Total headcount reductions from targeted restructuring and manufacturing streamlining will be approximately 650 positions. Within the U.S., we have substantially completed these restructuring activities. Internationally, we expect to complete these restructuring activities by the end of the first quarter of fiscal 2015. As of October 31, 2014, approximately 70 employees, including Keysight employees, are pending termination under the above actions.

A summary of total restructuring accrual activity is shown in the table below:

	Workforce Reduction
	(in millions)
Balance as of October 31, 2012	$	—
Income statement expense	53
Cash payments	(29		)
Balance as of October 31, 2013	$	24
Income statement reversal	(4		)
Cash payments	(17		)
Balance as of October 31, 2014	$	3

The restructuring reversal of 4 million recorded during fiscal year 2014 related to approximately 50 employees that had been redeployed within the company as a result of the separation announcement. The restructuring accruals, which totaled $3 million at October 31, 2014 , are recorded in other accrued liabilities on the consolidated balance sheet. These balances reflect estimated future cash outlays.

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A summary of the charges in the consolidated statement of operations resulting from the NMR closure and restructuring plan is shown below:

	Year Ended				Year Ended
	October 31,				October 31,
	2014				2013
	(in millions)
Cost of products and services	$	45			$	19
Research and development	4				9
Selling, general and administrative	15				25
Total restructuring, asset impairments and other special charges	$	64			$	53

15.   RETIREMENT PLANS AND POST RETIREMENT PENSION PLANS

General.     Substantially all of our employees are covered under various defined benefit and/or defined contribution retirement plans. Additionally, we sponsor post-retirement health care benefits for our eligible U.S. employees.

Agilent provides U.S. employees, who meet eligibility criteria under the Agilent Technologies, Inc. Retirement Plan or the Keysight Technologies, Inc. Retirement Plan (together, the "RP"), defined benefits which are based on an employee's base or target pay during the years of employment and on length of service. For eligible service through October 31, 1993, the benefit payable under the Agilent and Keysight Retirement Plans is reduced by any amounts due to the eligible employee under the Agilent and Keysight defined contribution Deferred Profit-Sharing Plans (together, the "DPSP"), which were closed to new participants as of November 1993.

As of October 31, 2014 and 2013 , the fair value of plan assets of the DPSP was $520 million and $552 million , respectively. Note that the projected benefit obligation for the DPSP equals the fair value of plan assets.

In addition to the DPSP, in the U.S., Agilent and Keysight each maintain a Supplemental Benefits Retirement Plan ("SBRP"), supplemental unfunded non-qualified defined benefit plans to provide benefits that would be provided under the RP but for limitations imposed by the Internal Revenue Code. The RP and the SBRP comprise the "U.S. Plans" in the tables below.

Eligible employees outside the U.S. generally receive retirement benefits under various retirement plans based upon factors such as years of service and/or employee compensation levels. Eligibility is generally determined in accordance with local statutory requirements.

401(k) defined contribution plan .    Eligible Agilent U.S. employees may participate in the Agilent Technologies, Inc. 401(k) Plan. Beginning on August 1, 2014, Keysight U.S. employees became eligible to participate in the Keysight Technologies, Inc. 401(k) Plan. Enrollment in the Agilent or Keysight 401(k) Plans is automatic for employees who meet eligibility requirements unless they decline participation. Under the 401(k) Plan, we provide matching contributions to employees up to a maximum of 4 percent of an employee's annual eligible compensation. Effective November 1, 2014, new employees, new transfers to the U.S. payroll and rehires will be eligible for an enhanced 6 percent employer match in the Agilent 401(k) Plan (see Plan Amendments below). The maximum contribution to the 401(k) Plan is 50 percent of an employee's annual eligible compensation, subject to regulatory limitations. The 401(k) Plan employer expense included in income from operations was $27 million in 2014 , $25 million in 2013 and $25 million in 2012 .

Post-retirement medical benefit plans.     In addition to receiving retirement benefits, Agilent U.S. employees who meet eligibility requirements as of their termination date may participate in the Agilent Technologies, Inc. Health Plan for Retirees. Beginning on August 1, 2014, Keysight U.S. employees may participate in the Keysight Technologies Inc. Health Plan for Retirees. Eligible retirees who were less than age 50 as of January 1, 2005 and who retire after age 55 with 15 or more years of service are eligible for a fixed amount which can be utilized to pay for either sponsored plans and/or individual medicare plans. Eligible retirees who were at least age 50 as of January 1, 2005 and who retire after age 55 with 15 or more years of service currently choose from managed-care, indemnity options or individual medicare plans, with the company subsidization level or stipend dependent on a number of factors including eligibility and length of service. See Plan Amendments below for changes to these benefits.

Plan Amendments.    Effective November 1, 2014, Agilent’s U.S. defined benefit retirement plan will be closed to new entrants including new employees, new transfers to the U.S. payroll and rehires. These employees will instead be eligible for an

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enhanced 6% employer match in the Agilent 401(k) plan.   In addition, any new employee hired on or after November 1, 2014, will not be eligible to participate in the retiree medical plans upon retiring. Current eligible employees will continue to participate in the U.S. defined benefit retirement plan and retiree medical programs in place today and will remain eligible for the 401(k) plan with the current 4 percent employer match.  Retirees will maintain the retirement benefits and retiree medical benefits they are eligible for today .

On April 1, 2011, changes to the Agilent Technologies, Inc. Health Plan for Retirees were approved. Effective January 1, 2012, employees who were at least age 50 as of January 1, 2005 and who retire after age 55 with 15 or more years of service are eligible for fixed dollar subsidies and stipends. Grandfathered retirees receive a fixed monthly subsidy toward pre-65 premium costs (subsidy capped at 2011 levels) and a fixed monthly stipend post-65. The subsidy amounts will not increase.

Components of net periodic cost.     The company uses alternate methods of amortization as allowed by the authoritative guidance which amortizes the actuarial gains and losses on a consistent basis for the years presented. For U.S. Plans, gains and losses are amortized over the average future working lifetime. For most Non-U.S. Plans and U.S. Post-Retirement Benefit Plans, gains and losses are amortized using a separate layer for each year's gains and losses. For the years ended October 31, 2014 , 2013 and 2012 , components of net periodic benefit cost and other amounts recognized in other comprehensive income were comprised of:

	Pensions																								U.S. Post-Retirement Benefit Plans
	U.S. Plans												Non-U.S. Plans
	2014				2013				2012				2014				2013				2012				2014				2013				2012
	(in millions)
Net periodic benefit cost (benefit)
Service cost — benefits earned during the period	$	46			$	44			$	40			$	36			$	36			$	33			$	3			$	4			$	3
Interest cost on benefit obligation	34				24				27				74				68				74				12				12				15
Expected return on plan assets	(64		)		(51		)		(46		)		(118		)		(97		)		(92		)		(22		)		(20		)		(19		)
Amortization of net actuarial loss	1				13				7				48				55				42				14				18				16
Amortization of prior service benefit	(12		)		(12		)		(12		)		(1		)		(1		)		(1		)		(35		)		(35		)		(35		)
Total periodic benefit cost (benefit)	$	5			$	18			$	16			$	39			$	61			$	56			$	(28	)		$	(21	)		$	(20	)
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
Net actuarial (gain) loss	$	86			$	(122	)		$	69			$	173			$	(85	)		$	214			$	12			$	(57	)		$	22
Amortization of net actuarial loss	(1		)		(13		)		(7		)		(48		)		(55		)		(42		)		(14		)		(18		)		(16		)
Prior service cost (benefit)	—				—				—				(2		)		—				—				—				—				—
Amortization of prior service benefit	12				12				12				1				1				1				35				35				35
Foreign currency	—				—				—				(28		)		2				(5		)		—				—				—
Total recognized in other comprehensive (income) loss	$	97			$	(123	)		$	74			$	96			$	(137	)		$	168			$	33			$	(40	)		$	41
Total recognized in net periodic benefit cost (benefit) and other comprehensive (income) loss	$	102			$	(105	)		$	90			$	135			$	(76	)		$	224			$	5			$	(61	)		$	21

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Funded status.     As of October 31, 2014 and 2013 , the funded status of the defined benefit and post-retirement benefit plans was:

	U.S. Defined Benefit Plans								Non-U.S. Defined Benefit Plans								U.S. Post-Retirement Benefit Plans
	2014				2013				2014				2013				2014				2013
	(in millions)
Change in fair value of plan assets:
Fair value — beginning of year	$	782			$	654			$	2,045			$	1,801			$	288			$	261
Actual return on plan assets	64				133				180				267				18				47
Employer contributions	30				30				72				89				1				1
Participants' contributions	—				—				3				1				—				—
Benefits paid	(39		)		(35		)		(62		)		(49		)		(23		)		(21		)
Currency impact	—				—				(130		)		(64		)		—				—
Fair value — end of year	$	837			$	782			$	2,108			$	2,045			$	284			$	288
Change in benefit obligation:
Benefit obligation — beginning of year	$	763			$	771			$	2,199			$	2,117			$	307			$	343
Service cost	46				44				36				36				3				4
Interest cost	34				24				74				68				12				12
Participants' contributions	—				—				3				1				—				—
Plan amendment	—				—				(2		)		—				—				—
Actuarial (gain) loss	85				(41		)		236				85				10				(31		)
Benefits paid	(39		)		(35		)		(62		)		(49		)		(23		)		(21		)
Currency impact	—				—				(140		)		(59		)		—				—
Benefit obligation — end of year	$	889			$	763			$	2,344			$	2,199			$	309			$	307
Overfunded (underfunded) status of PBO	$	(52	)		$	19			$	(236	)		$	(154	)		$	(25	)		$	(19	)
Amounts recognized in the consolidated balance sheet consist of:
Other assets	$	—			$	34			$	70			$	60			$	—			$	—
Employee compensation and benefits	(2		)		(2		)		—				—				—				—
Retirement and post-retirement benefits	(50		)		(13		)		(306		)		(214		)		(25		)		(19		)
Net asset (liability)	$	(52	)		$	19			$	(236	)		$	(154	)		$	(25	)		$	(19	)
Amounts Recognized in Accumulated Other Comprehensive Income (loss):
Actuarial (gains) losses	$	77			$	(8	)		$	621			$	525			$	118			$	119
Prior service costs (benefits)	(55		)		(67		)		(4		)		(4		)		(149		)		(183		)
Total	$	22			$	(75	)		$	617			$	521			$	(31	)		$	(64	)

In connection with the separation of Keysight Technologies on November 1, 2014, Agilent transferred certain liabilities and assets of the U.S. and Non-U.S. defined benefit pension plans, and U.S. Post-Retirement Benefit Plans to similar plans created for Keysight Technologies employees as follows:

	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plans
	(in millions)
Fair value of plan assets transferred to Keysight	$	491			$	1,318			$	187
Benefit obligation transferred to Keysight	$	514			$	1,429			$	206

The amounts in accumulated other comprehensive income expected to be recognized by Agilent (excluding Keysight plans) as components of net expense during 2015 are as follows:

	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plans
	(in millions)
Amortization of net prior service cost (benefit)	$	(5	)		$	—			$	(12	)
Amortization of actuarial net loss (gain)	$	3			$	27			$	6

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Investment policies and strategies as of October 31, 2014 , 2013 and 2012 .     In the U.S., target asset allocations for our retirement and post-retirement benefit plans are approximately 80 percent to equities and approximately 20 percent to fixed income investments. Our DPSP target asset allocation is approximately 60 percent to equities and approximately 40 percent to fixed income investments. Approximately, 5 percent of our U.S. equity portfolio consists of limited partnerships. The general investment objective for all our plan assets is to obtain the optimum rate of investment return on the total investment portfolio consistent with the assumption of a reasonable level of risk. Specific investment objectives for the plans' portfolios are to: maintain and enhance the purchasing power of the plans' assets; achieve investment returns consistent with the level of risk being taken; and earn performance rates of return in accordance with the benchmarks adopted for each asset class. Outside the U.S., our target asset allocation is from 37 to 60 percent to equities, from 40 to 60 percent to fixed income investments, and from zero to 6 percent to real estate investments and from zero to 7 percent to cash, depending on the plan. All plans' assets are broadly diversified. Due to fluctuations in equity markets, our actual allocations of plan assets at October 31, 2014 and 2013 differ from the target allocation. Our policy is to bring the actual allocation in line with the target allocation.

Equity securities include exchange-traded common stock and preferred stock of companies from broadly diversified industries. Fixed income securities include a global portfolio of corporate bonds of companies from diversified industries, government securities, mortgage-backed securities, asset-backed securities, derivative instruments and other. Other investments include a group trust consisting primarily of private equity partnerships as well as other investments. Portions of the cash and cash equivalent, equity, and fixed income investments are held in commingled funds.

Fair Value.     The measurement of the fair value of pension and post-retirement plan assets uses the valuation methodologies and the inputs as described in Note 12.

Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investment funds. The funds also invest in short-term domestic fixed income securities and other securities with debt-like characteristics emphasizing short-term maturities and quality. Cash and cash equivalents are classified as Level 1 investments except when the cash and cash equivalents are held in commingled funds, which have a daily net value derived from quoted prices for the underlying securities in active markets; these are classified as Level 2 investments.

Equity - Some equity securities consisting of common and preferred stock are held in commingled funds, which have daily net asset values derived from quoted prices for the underlying securities in active markets; these are classified as Level 2 investments. Commingled funds which have quoted prices in active markets are classified as Level 1 investments.

Fixed Income - Some of the fixed income securities are held in commingled funds, which have daily net asset values derived from the underlying securities; these are classified as Level 2 investments. Commingled funds which have quoted prices in active markets are classified as Level 1 investments.

Other Investments - Other investments includes property based pooled vehicles which invest in real estate. Market net asset values are regularly published in the financial press or on corporate websites and so these investments are classified as Level 2. Other investments also includes partnership investments where, due to their private nature, pricing inputs are not readily observable. Asset valuations are developed by the general partners that manage the partnerships. These valuations are based on proprietary appraisals, application of public market multiples to private company cash flows, utilization of market transactions that provide valuation information for comparable companies and other methods. Holdings of limited partnerships are classified as Level 3.

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The following tables present the fair value of U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2014 and 2013 .

					Fair Value Measurement at October 31, 2014 Using
	October 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	9			$	2			$	7			$	—
Equity	668				156				512				—
Fixed Income	145				40				105				—
Other Investments	15				1				—				14
Total assets measured at fair value	$	837			$	199			$	624			$	14

					Fair Value Measurement at October 31, 2013 Using
	October 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	8			$	1			$	7			$	—
Equity	616				191				425				—
Fixed Income	139				17				122				—
Other Investments	19				2				—				17
Total assets measured at fair value	$	782			$	211			$	554			$	17

For U.S. Defined Benefit Plans assets measured at fair value using significant unobservable inputs (level 3), the following table summarizes the change in balances during 2014 and 2013 :

	Years Ended October 31.
	2014				2013
Balance, beginning of year	$	17			$	21
Realized gains/(losses)	(1		)		4
Unrealized gains/(losses)	2				(2		)
Purchases, sales, issuances, and settlements	(4		)		(6		)
Transfers in (out)	—				—
Balance, end of year	$	14			$	17

The following tables present the fair value of U.S. Post-Retirement Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2014 and 2013 .

					Fair Value Measurement at October 31, 2014 Using
	October 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	6			$	3			$	3			$	—
Equity	217				51				166				—
Fixed Income	53				14				39				—
Other Investments	8				—				—				8
Total assets measured at fair value	$	284			$	68			$	208			$	8

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					Fair Value Measurement at October 31, 2013 Using
	October 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	5			$	2			$	3			$	—
Equity	220				68				152				—
Fixed Income	52				6				46				—
Other Investments	11				1				—				10
Total assets measured at fair value	$	288			$	77			$	201			$	10

For U.S. Post-Retirement Benefit Plans assets measured at fair value using significant unobservable inputs (level 3), the following table summarizes the change in balances during 2014 and 2013 :

	Years Ended October 31,
	2014				2013
Balance, beginning of year	$	10			$	12
Realized gains/(losses)	(1		)		2
Unrealized gains/(losses)	1				(1		)
Purchases, sales, issuances, and settlements	(2		)		(3		)
Transfers in (out)	—				—
Balance, end of year	$	8			$	10

The following tables present the fair value of non-U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2014 and 2013:

					Fair Value Measurement at October 31, 2014 Using
	October 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	10			$	3			$	7			$	—
Equity	1,078				335				743				—
Fixed Income	974				37				937				—
Other Investments	46				—				25				21
Total assets measured at fair value	$	2,108			$	375			$	1,712			$	21

					Fair Value Measurement at October 31, 2013 Using
	October 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	10			$	10			$	—			$	—
Equity	1,078				296				782				—
Fixed Income	919				24				895				—
Other Investments	38				—				38				—
Total assets measured at fair value	$	2,045			$	330			$	1,715			$	—

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For non-U.S. Defined Benefit Plans, assets measured at fair value using significant unobservable inputs (level 3), the following table summarizes the change in balances during 2014. For non-U.S. Defined Benefit Plans, there was no activity relating to assets measured at fair value using significant unobservable inputs (level 3) during fiscal year 2013 .

	Years Ended October 31,
	2014				2013
Balance, beginning of year	$	—			$	—
Realized gains/(losses)	—				—
Unrealized gains/(losses)	1				—
Purchases, sales, issuances, and settlements	—				—
Transfers in (out)	20				—
Balance, end of year	$	21			$	—

The table below presents the combined projected benefit obligation ("PBO"), accumulated benefit obligation ("ABO") and fair value of plan assets, grouping plans using comparisons of the PBO and ABO relative to the plan assets as of October 31, 2014 or 2013 .

	2014								2013
	Benefit Obligation								Benefit Obligation
					Fair Value of Plan Assets								Fair Value of Plan Assets
	PBO								PBO
	(in millions)
U.S. defined benefit plans where PBO exceeds the fair value of plan assets	$	889			$	837			$	15			$	—
U.S. defined benefit plans where fair value of plan assets exceeds PBO	—				—				748				782
Total	$	889			$	837			$	763			$	782
Non-U.S. defined benefit plans where PBO exceeds or is equal to the fair value of plan assets	$	1,865			$	1,559			$	1,697			$	1,482
Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO	479				549				502				563
Total	$	2,344			$	2,108			$	2,199			$	2,045
	ABO								ABO
U.S. defined benefit plans where ABO exceeds the fair value of plan assets	$	14			$	—			$	14			$	—
U.S. defined benefit plans where the fair value of plan assets exceeds ABO	812				837				716				782
Total	$	826			$	837			$	730			$	782
Non-U.S. defined benefit plans where ABO exceeds or is equal to the fair value of plan assets	$	1,795			$	1,559			$	1,533			$	1,380
Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO	468				549				590				665
Total	$	2,263			$	2,108			$	2,123			$	2,045

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Contributions and estimated future benefit payments.     During fiscal year 2015 , we expect to contribute $15 million to the U.S. defined benefit plans, $25 million to plans outside the U.S., and $1 million to the Post-retirement Medical Plans. The following table presents expected future benefit payments for the next 10 years for the Agilent plans only.

	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plans
	(in millions)
2015	$	30			$	23			$	8
2016	$	23			$	24			$	8
2017	$	26			$	27			$	8
2018	$	28			$	28			$	8
2019	$	30			$	29			$	8
2020 - 2024	$	177			$	185			$	39

Assumptions.     The assumptions used to determine the benefit obligations and expense for our defined benefit and post-retirement benefit plans are presented in the tables below. The expected long-term return on assets below represents an estimate of long-term returns on investment portfolios consisting of a mixture of equities, fixed income and alternative investments in proportion to the asset allocations of each of our plans. We consider long-term rates of return, which are weighted based on the asset classes (both historical and forecasted) in which we expect our pension and post-retirement funds to be invested. Discount rates reflect the current rate at which pension and post-retirement obligations could be settled based on the measurement dates of the plans - October 31. The U.S. discount rates at October 31, 2014 and 2013 were determined based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. The non-U.S. rates were generally based on published rates for high-quality corporate bonds. The range of assumptions that were used for the non-U.S. defined benefit plans reflects the different economic environments within various countries.

Assumptions used to calculate the net periodic cost in each year were as follows:

	For years ended October 31,
	2014		2013		2012
U.S. defined benefit plans:
Discount rate	4.00-4.50%		3.25%		4.50%
Average increase in compensation levels	3.50%		3.50%		3.50%
Expected long-term return on assets	8.00%		8.00%		8.00%
Non-U.S. defined benefit plans:
Discount rate	1.50-4.00%		1.50-4.50%		2.00-5.50%
Average increase in compensation levels	2.50-3.25%		2.50-3.00%		2.50-3.25%
Expected long-term return on assets	4.00-6.50%		4.00-6.50%		4.00-6.50%
U.S. post-retirement benefits plans:
Discount rate	4.00-4.25%		3.50%		4.75%
Expected long-term return on assets	8.00%		8.00%		8.00%
Current medical cost trend rate	8.00-9.00%		9.00%		9.00%
Ultimate medical cost trend rate	3.50%		3.50%		4.50%
Medical cost trend rate decreases to ultimate rate in year	2028		2027		2026

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Assumptions used to calculate the benefit obligation were as follows:

	As of the Years Ending October 31,
	2014		2013
U.S. defined benefit plans:
Discount rate	4.00%		4.50%
Average increase in compensation levels	3.50%		3.50%
Non-U.S. defined benefit plans:
Discount rate	1.50-4.00%		1.75-4.25%
Average increase in compensation levels	2.50-3.25%		2.50-3.25%
U.S. post-retirement benefits plans:
Discount rate	3.75-4.00%		4.25%
Current medical cost trend rate	8.00%		9.00%
Ultimate medical cost trend rate	3.50%		3.50%
Medical cost trend rate decreases to ultimate rate in year	2028		2028

Health care trend rates do not have a significant effect on the total service and interest cost components or on the post-retirement benefit obligation amounts reported for the U.S. Post-Retirement Benefit Plan for the year ended October 31, 2014 .

16.   GUARANTEES

Standard Warranty

We accrue for standard warranty costs based on historical trends in warranty charges as a percentage of net product shipments. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time products are sold. The standard warranty accrual balances are held in other accrued and other long-term liabilities on our consolidated balance sheet. Our standard warranty terms typically extend between one and three years from the date of delivery, depending on the product.

A summary of the standard warranty accrual activity is shown in the table below. The standard warranty accrual balances are held in other accrued and other long-term liabilities.

	October 31,
	2014				2013
	(in millions)
Balance as of October 31, 2013 and 2012	$	69			$	60
Accruals for warranties including change in estimates	90				92
Settlements made during the period	(78		)		(83		)
Balance as of October 31, 2014 and 2013	$	81			$	69

Accruals for warranties due within one year	60				48
Accruals for warranties due after one year	21				21
Balance as of October 31, 2014 and 2013	$	81			$	69

Indemnifications to Keysight

In connection with the separation of Keysight from Agilent on November 1, 2014 we agreed to indemnify Keysight and its affiliates against certain damages and expenses that might occur in the future.  These indemnifications cover a variety of liabilities, including, but not limited to, employee, tax and environmental matters.  The agreements containing these indemnifications have been previously disclosed as exhibits to our current report on Form 8-K filed on August 1, 2014. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2014 .

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Indemnifications to Avago

In connection with the sale of our semiconductor products business in December 2005, we agreed to indemnify Avago, its affiliates and other related parties against certain damages and expenses that it might incur in the future. The continuing indemnifications primarily cover damages and expenses relating to liabilities of the businesses that Agilent retained and did not transfer to Avago, as well as pre-closing taxes and other specified items. In connection with the separation of Keysight from Agilent, Keysight assumed the indemnification obligations to Avago. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2014 .

Indemnifications to Verigy

In connection with the spin-off of Verigy, we agreed to indemnify Verigy and its affiliates against certain damages which it might incur in the future. These indemnifications primarily cover damages relating to liabilities of the businesses that Agilent did not transfer to Verigy, liabilities that might arise under limited portions of Verigy's IPO materials that relate to Agilent, and costs and expenses incurred by Agilent or Verigy to effect the IPO, arising out of the distribution of Agilent's remaining holding in Verigy ordinary shares to Agilent's stockholders, or incurred to effect the separation of the semiconductor test solutions business from Agilent to the extent incurred prior to the separation on June 1, 2006. On July 4, 2011, Verigy announced the completion by Advantest Corporation of its acquisition of Verigy. Verigy will operate as a wholly-owned subsidiary of Advantest and our indemnification obligations to Verigy should be unaffected. In connection with the separation of Keysight from Agilent, Keysight assumed the indemnification obligations to Verigy. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2014 .

Indemnifications to Hewlett-Packard

We have given multiple indemnities to Hewlett-Packard in connection with our activities prior to our spin-off from HP for the businesses that constituted Agilent prior to the spin-off. These indemnifications cover a variety of aspects of our business, including, but not limited to, employee, tax, intellectual property and environmental matters. The agreements containing these indemnifications have been previously disclosed as exhibits to our registration statement on Form S-1 filed on August 16, 1999. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2014 .

Indemnifications to Varian Medical Systems and Varian Semiconductor Equipment Associates

In connection with our acquisition of Varian, we are subject to certain indemnification obligations to Varian Medical Systems (formerly Varian Associates, Inc. ("VAI")) and Varian Semiconductor Equipment Associates ("VSEA") in connection with the Instruments business as conducted by VAI prior to the Distribution (as described in Note 1 of Varian's Annual Report on Form 10-K filed on November 25, 2009). These indemnification obligations cover a variety of aspects of our business, including, but not limited to, employee, tax, intellectual property, litigation and environmental matters. Certain of the agreements containing these indemnification obligations are disclosed as exhibits to Varian's Annual Report on Form 10-K filed on November 25, 2009. On November 10, 2011, Applied Materials announced that it had completed the acquisition of VSEA, which is now a wholly-owned subsidiary of Applied Materials; our indemnification obligations to VSEA should be unaffected. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2014 .

Indemnifications to Officers and Directors

Our corporate by-laws require that we indemnify our officers and directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Agilent and such other entities, including service with respect to employee benefit plans. In addition, we have entered into separate indemnification agreements with each director and each board-appointed officer of Agilent which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in the by-laws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our by-laws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not made payments related to these obligations, and the fair value for these indemnification obligations was not material as of October 31, 2014 .

Other Indemnifications

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As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products. From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of our products and services, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the assets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time we also provide protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations. In our experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability was not material as of October 31, 2014 .

In connection with the sale of several of our businesses, we have agreed to indemnify the buyers of such business, their respective affiliates and other related parties against certain damages that they might incur in the future. The continuing indemnifications primarily cover damages relating to liabilities of the businesses that Agilent retained and did not transfer to the buyers, as well as other specified items. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2014 .

17.   COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments:     We lease certain real and personal property from unrelated third parties under non-cancelable operating leases. Future minimum lease payments under operating leases at October 31, 2014 were $57 million for 2015 , $47 million for 2016 , $34 million for 2017 , $22 million for 2018 , $13 million for 2019 and $33 million thereafter. Future minimum sublease income under leases at October 31, 2014 was $7 million for 2015 , $5 million for 2016 , $3 million for 2017 , and $0 million thereafter. We expect that with the separation of Keysight from Agilent on November 1, 2014 that future minimum lease payments will reduced by approximately $52 million and sub-lease income will increase by approximately $50 million over the periods presented above. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Total rent expense was $93 million in 2014 , $90 million in 2013 and $84 million in 2012 .

Contingencies: We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. There are no matters pending that we currently believe are reasonably possible of having a material impact to our business, consolidated financial condition, results of operations or cash flows.

On March 4, 2013, we made a report to the Inspector General of the Department of Defense (“DOD IG”) regarding pricing irregularities relating to certain sales of electronic measurement products to U.S. government agencies.  We conducted an investigation with the assistance of outside counsel and approached the DOD IG with a proposed methodology for resolving possible overcharges to U.S. government purchasers resulting from these sales and discussed the matter with the Department of Justice (“DOJ”). On October 31, 2014, the Company resolved the matter with the DOJ with a settlement for an amount that was not material to Agilent's financial condition, results of operations or cash flows.

As part of routine internal audit activities, the Company determined that certain employees of Agilent's subsidiaries in China did not comply with the Company's Standards of Business Conduct and other policies.  Based on those findings, the Company has initiated an internal investigation, with the assistance of outside counsel, relating to certain sales of our products through third party intermediaries in China.  The internal investigation included a review of compliance by our employees in China with the requirements of the U.S. Foreign Corrupt Practices Act and other applicable laws and regulations.  On September 5, 2013, the Company voluntarily contacted the United States Securities and Exchange Commission (“SEC”) and United States Department of Justice (“DOJ”) to advise both agencies of this internal investigation.  On September 15, 2014, the Company received a letter from the SEC’s Division of Enforcement stating that its investigation had been completed and that the Division of Enforcement did not intend to recommend any enforcement action against the Company by the SEC. On September 24, 2014, the Company received a letter from DOJ stating that DOJ had closed its inquiry into the matter, citing the Company’s voluntary disclosure and thorough investigation.

18.   SHORT-TERM DEBT

Credit Facilities

On September 15, 2014 , Agilent entered into a credit agreement with a financial institution which provides for a $400 million five-year unsecured credit facility (the “Agilent Facility”) that will expire on September 15, 2019 .  The Agilent Facility

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replaced the previous credit facility (“old credit facility”) and provides for amounts to be borrowed for general corporate purposes. For the year ended October 31, 2014, we borrowed $50 million under the old credit facility and repaid $50 million by October 31, 2014. As of October 31, 2014 the company has no borrowings outstanding under the Agilent facility. We were in compliance with the covenants for the credit facilities during the year ended October 31, 2014.

On September 15, 2014 , Keysight, a wholly owned subsidiary of Agilent, entered into a credit agreement with a financial institution which provides for a $300 million five-year unsecured credit facility (the “Keysight Facility”) that will expire on November 1, 2019 and provides for amounts to be borrowed for general corporate purposes. The credit agreement was initially guaranteed by Agilent. The guarantee terminated upon the completion of the separation of Keysight from Agilent on November 1, 2014. As of October 31, 2014 the company has no borrowings outstanding under the Keysight facility. We were in compliance with the covenants for the credit facility during the year ended October 31, 2014.

As a result of the Dako acquisition, we have a credit facility in Danish Krone equivalent of $9 million with a Danish financial institution. As of October 31, 2014 the company had no borrowings outstanding under the facility.

Short- Term Loan

On July 10, 2014 , a wholly owned subsidiary of Agilent in India entered into a short-term loan agreement with a financial institution, which provides up to $50 million of unsecured borrowings. On July 25, 2014, we borrowed $35 million against the loan agreement at an interest rate of 9.95 percent per annum. The loan was repaid during the year and as of October 31, 2014, no balance was outstanding against this loan agreement.

19.   LONG-TERM DEBT

Senior Notes

The following table summarizes the company's long-term senior notes and the related interest rate swaps:

	October 31, 2014												October 31, 2013
	Amortized Principal				Swap				Total				Amortized Principal				Swap				Total
	(in millions)
2015 Senior Notes	$	—							$	—			$	500			$	12			$	512
2017 Senior Notes	100				3				103				599				22				621
2019 Senior Notes	500				—				500				—				—				—
2020 Senior Notes	499				22				521				498				26				524
2022 Senior Notes	399				—				399				399				—				399
2023 Senior Notes	598				—				598				597				—				597
2024 Senior Notes	599				—				599				—				—				—
Total	$	2,695			$	25			$	2,720			$	2,593			$	60			$	2,653

2015 Senior Notes

On July 14, 2014, we settled the redemption of the outstanding aggregate principal amount of our 5.5% senior notes (“2015 senior notes”) due September 14, 2015, that had been called for redemption on June 12, 2014. The redemption price of approximately $528 million included the $500 million principal amount and a $28 million prepayment penalty, computed in accordance with the terms of the 2015 senior notes as the present value of the remaining scheduled payments of principal and unpaid interest. The prepayment penalty less full amortization of previously deferred interest rate swap gain of approximately $8 million together with $1 million of amortization of debt issuance costs and discount was disclosed in other income (expense), net in the condensed consolidated statement of operations. We also paid accrued and unpaid interest of $9 million on the 2015 senior notes up to but not including the redemption date.

2017 Senior Notes

In October 2007 , the company issued an aggregate principal amount of $600 million in senior notes ("2017 senior notes"). The 2017 senior notes were issued at 99.60% of their principal amount. The notes will mature on November 1, 2017 , and bear

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interest at a fixed rate of 6.50% per annum. The interest is payable semi-annually on May 1st and November 1st of each year and payments commenced on May 1, 2008 .

On November 25, 2008 , we terminated two interest rate swap contracts associated with our 2017 senior notes that represented the notional amount of $400 million . The asset value, including interest receivable, upon termination was approximately $43 million and the amount to be amortized at October 31, 2014 was $3 million . The gain is being deferred and amortized to interest expense over the remaining life of the 2017 senior notes.

On October 20, 2014, we settled the redemption of $500 million of the $600 million outstanding aggregate principal amount of our 2017 senior notes due November 1, 2017 that had been called for redemption on September 19, 2014. The redemption price of approximately $580 million included a $80 million prepayment penalty computed in accordance with the terms of the 2017 senior notes as the present value of the remaining scheduled payments of principal and unpaid interest related to $500 million partial redemption. The prepayment penalty less partial amortization of previously deferred interest rate swap gain of approximately $14 million together with $2 million of amortization of debt issuance costs and discount was disclosed in other income (expense), net in the condensed consolidated statement of operations. We also paid accrued and unpaid interest of $15 million on the 2017 senior notes up to but not including the redemption date.

2020 Senior Notes

In July 2010 , the company issued an aggregate principal amount of $500 million in senior notes ("2020 senior notes"). The 2020 senior notes were issued at 99.54% of their principal amount. The notes will mature on July 15, 2020 , and bear interest at a fixed rate of 5.00% per annum. The interest is payable semi-annually on January 15th and July 15th of each year, payments commenced on January 15, 2011 .

On August 9, 2011 , we terminated our interest rate swap contracts related to our 2020 senior notes that represented the notional amount of $500 million . The asset value, including interest receivable, upon termination for these contracts was approximately $34 million and the amount to be amortized at October 31, 2014 was $22 million . The gain is being deferred and amortized to interest expense over the remaining life of the 2020 senior notes.

2022 Senior Notes

In September 2012 , the company issued an aggregate principal amount of $400 million in senior notes ("2022 senior notes"). The 2022 senior notes were issued at 99.80% of their principal amount. The notes will mature on October 1, 2022 , and bear interest at a fixed rate of 3.20% per annum. The interest is payable semi-annually on April 1st and October 1st of each year, payments commenced on April 1, 2013 .

2023 Senior Notes

In June 2013 , the company issued aggregate principal amount of $600 million in senior notes ("2023 senior notes"). The 2023 senior notes were issued at 99.544% of their principal amount. The notes will mature on July 15, 2023 and bear interest at a fixed rate of 3.875% per annum. The interest is payable semi annually on January 15th and July 15th of each year and payments will commence January 15, 2014 .

Keysight 2019 and 2024 Senior Notes

On October 6, 2014 Keysight announced that it had agreed to sell $500 million of 3.30% senior notes due 2019 ("2019 senior notes") and $600 million of 4.55% senior notes due 2024 ("2024 senior notes"). The transaction closed on October 15, 2014. Each series of notes initially were guaranteed on an unsecured, unsubordinated basis by Agilent. The guarantees terminated upon the completion of the separation of Keysight from Agilent on November 1, 2014.

All notes issued are unsecured and rank equally in right of payment with all of Agilent's other senior unsecured indebtedness.

Other debt

As of October 31, 2014 , and as a result of the Dako acquisition, we have mortgage debts, secured on buildings in Denmark, in Danish Krone equivalent of $42 million aggregate principal outstanding with a Danish financial institution. The loans have a variable interest rate based on 3 months Copenhagen Interbank Rate ("Cibor") and will mature on September 30, 2027 . Interest payments are made in March, June, September and December of each year .

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20.   STOCKHOLDERS' EQUITY

Stock Repurchase Program

On January 16, 2013 , our board of directors approved a share-repurchase program (the "2013 repurchase program"). The 2013 repurchase program authorized the use of up to $500 million to repurchase shares of the company's common stock in open market transactions. On May 14, 2013, we announced that our board of directors authorized an increase of $500 million to the 2013 repurchase program bringing the cumulative authorization to $1 billion . As of October 31, 2014, there were no remaining amounts to be repurchased under the 2013 program.

On November 22, 2013 we announced that our board of directors had authorized a new share repurchase program effective upon the conclusion of the company's $1 billion repurchase program. The new program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs to target maintaining a weighted average share count of approximately 335 million diluted shares.

For the year ended October 31, 2014 , we repurchased 4 million shares for $200 million . For the year ended October 31, 2013 we repurchased approximately 20 million shares for $900 million . For the year ended October 31, 2012 we repurchased 5 million shares for $172 million . All such shares and related costs are held as treasury stock and accounted for using the cost method.

Cash Dividends on Shares of Common Stock

 

During the year ended October 31, 2014 , cash dividends of $0.528 per share, or $176 million were declared and paid on the company's outstanding common stock. During the year ended October 31, 2013 , cash dividends of $0.46 per share, or $156 million were declared and paid on the company's outstanding common stock. During the year ended October 31, 2012 , cash dividends of $0.30 per share, or $104 million were declared and paid on the company's outstanding common stock. On November 20, 2014, we declared a quarterly dividend of $0.10 per share of common stock, or approximately $34 million which will be paid on January 28, 2015 to shareholders of record as of the close of business on January 6, 2015 . The timing and amounts of any future dividends are subject to determination and approval by our board of directors.

Accumulated other comprehensive income

The following table summarizes the components of our accumulated other comprehensive income as of October 31, 2014 and 2013, net of tax effect:

	October 31,
	2014				2013
	(in millions)
Unrealized gain on equity securities, net of $(3) and $(2) of tax expense for 2014 and 2013, respectively	$	17			$	7
Foreign currency translation, net of $(86) and $(94) of tax expense for 2014 and 2013, respectively	156				425
Unrealized losses on defined benefit plans, net of tax benefit of $145 and $64 for 2014 and 2013, respectively	(516		)		(341		)
Unrealized gains (losses) on derivative instruments, net of tax expense of $(7) and $(2) for 2014 and 2013, respectively	9				—
Total accumulated other comprehensive income (loss)	$	(334	)		$	91

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Changes in accumulated other comprehensive income by component and related tax effects for the years ended October 31, 2014 and 2013 were as follows (in millions):

										Net defined benefit pension cost and post retirement plan costs
		Unrealized gain on investments				Foreign currency translation				Prior service credits				Actuarial Losses				Unrealized gains (losses) on derivatives				Total
		(in millions)
As of October 31, 2012		$	—			$	424			$	319			$	(856	)		$	2			$	(111	)
Other comprehensive income (loss) before reclassifications		9				(7		)		—				256				10				268
Amounts reclassified out of accumulated other comprehensive income		—				—				(48		)		86				(13		)		25
Tax (expense) benefit		(2		)		8				16				(114		)		1				(91		)
Other comprehensive income (loss)		7				1				(32		)		228				(2		)		202
As of October 31, 2013		$	7			$	425			$	287			$	(628	)		$	—			$	91
Other comprehensive income (loss) before reclassifications		12				(277		)		—				(273		)		13				(525		)
Amounts reclassified out of accumulated other comprehensive income		(1		)		—				(48		)		65				1				17
Tax (expense) benefit		(1		)		8				16				65				(5		)		83
Other comprehensive income (loss)		10				(269		)		(32		)		(143		)		9				(425		)
As of October 31, 2014		$	17			$	156			$	255			$	(771	)		$	9			$	(334	)

Reclassifications out of accumulated other comprehensive income for the years ended October 31, 2014 and 2013 were as follows (in millions):

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Details about accumulated other		Amounts Reclassified								Affected line item in
comprehensive income components		from other comprehensive income								statement of operations
		2014				2013
Unrealized gain on equity securities		$	1			$	—			Other income (expense), net
		1				—				Total before income tax
		—				—				Provision for income tax
		1				—				Total net of income tax
Unrealized gains and (losses) on derivatives		(1		)		13				Cost of products
		(1		)		13				Total before income tax
		—				(3		)		(Provision)/benefit for income tax
		(1		)		10				Total net of income tax
Net defined benefit pension cost and post retirement plan costs:
Actuarial net loss		(65		)		(86		)
Prior service benefit		48				48
		(17		)		(38		)		Total before income tax
		(2		)		7				(Provision)/benefit for income tax
		(19		)		(31		)		Total net of income tax
Total reclassifications for the period		$	(19	)		$	(21	)

Amounts in parentheses indicate reductions to income and increases to other comprehensive income.

Reclassifications of prior service benefit and actuarial net loss in respect of retirement plans and post retirement pension plans are included in the computation of net periodic cost (see Note 15 "Retirement Plans and Post Retirement Pension Plans").

21.   SEGMENT INFORMATION

Description of segments. We are a measurement company providing core bio-analytical and electronic measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and electronics industries. Agilent has three business segments comprised of the life sciences and diagnostics business, the chemical analysis business and the electronic measurement business. The three operating segments were determined based primarily on how the chief operating decision maker views and evaluates our operations. Operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and services and manufacturing are considered in determining the formation of these operating segments.

A description of our three reportable segments is as follows:

Our life sciences and diagnostics business provides application-focused solutions that include reagents, instruments, software, consumables, and services that enable customers to identify, quantify and analyze the physical and biological properties of substances and products, as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular level. Key product categories include: liquid chromatography systems, columns and components; liquid chromatography mass spectrometry systems; laboratory software and informatics systems; laboratory automation and robotic systems; dissolution testing; nucleic acid solutions; Nuclear Magnetic Resonance, Magnetic Resonance Imaging, and X-Ray

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Diffraction systems; services and support for the aforementioned products; immunohistochemistry ; In Situ Hybridization;  Hematoxylin and Eosin staining; special staining, DNA mutation detection; genotyping; gene copy number determination; identification of gene rearrangements; DNA methylation profiling; gene expression profiling; next generation sequencing target enrichment; and automated gel electrophoresis-based sample analysis systems. We also collaborate with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also called companion diagnostics, with the potential of identifying patients most likely to benefit from a specific targeted therapy. 

Our chemical analysis business provides application-focused solutions that include instruments, software, consumables, and services that enable customers to identify, quantify and analyze the physical and biological properties of substances and products. Key product categories in chemical analysis include: gas chromatography (GC) systems, columns and components; gas chromatography mass spectrometry (GC-MS) systems; inductively coupled plasma mass spectrometry (ICP-MS) instruments; atomic absorption (AA) instruments; inductively coupled plasma optical emission spectrometry (ICP-OES) instruments; molecular spectroscopy instruments; software and data systems; vacuum pumps and measurement technologies; services and support for our products.

Our electronic measurement business provides electronic measurement instruments and systems, software design tools and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment, and microscopy products. Related services include start-up assistance, instrument productivity and application services and instrument calibration and repair. We also offer customization, consulting and optimization services throughout the customer's product lifecycle.

A significant portion of the segments' expenses arise from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently use resources. These expenses, collectively called corporate charges, include costs of centralized research and development, legal, accounting, real estate, insurance services, information technology services, treasury and other corporate infrastructure expenses. Charges are allocated to the segments, and the allocations have been determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. Beginning in fiscal year 2014, we created the order fulfillment and supply chain organization (“OFS”) to centralize all order fulfillment and supply chain operations in our life sciences and diagnostics and chemicals analysis businesses.  Similarly we created the order fulfillment and infrastructure (“OFI”) organization to centralize all order fulfillment and supply organizations and operations within our electronic measurement business. Both OFS and OFI provide resources for manufacturing, engineering and strategic sourcing to our respective businesses. In general, OFS and OFI employees are dedicated to specific businesses and the associated costs are directly allocated to those businesses.

The following tables reflect the results of our reportable segments under our management reporting system. These results are not necessarily in conformity with U.S. GAAP. The performance of each segment is measured based on several metrics, including adjusted income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the segments.

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The profitability of each of the segments is measured after excluding restructuring and asset impairment charges, investment gains and losses, interest income, interest expense, acquisition and integration costs, one-time and pre-separation costs, non-cash amortization and other items as noted in the reconciliations below.

	Life Sciences and Diagnostics				Chemical Analysis				Electronic Measurement				Total Segments
	(in millions)
Year ended October 31, 2014:
Total net revenue	$	2,372			$	1,676			$	2,933			$	6,981
Income from operations	$	376			$	387			$	559			$	1,322
Depreciation expense	$	74			$	31			$	89			$	194
Share-based compensation expense	$	33			$	23			$	42			$	98
Year ended October 31, 2013:
Total net revenue	$	2,300			$	1,594			$	2,888			$	6,782
Income from operations	$	377			$	355			$	544			$	1,276
Depreciation expense	$	71			$	27			$	83			$	181
Share-based compensation expense	$	26			$	21			$	38			$	85
Year ended October 31, 2012:
Total net revenue	$	1,984			$	1,559			$	3,315			$	6,858
Income from operations	$	295			$	338			$	751			$	1,384
Depreciation expense	$	57			$	31			$	83			$	171
Share-based compensation expense	$	21			$	18			$	37			$	76

The following table reconciles reportable segments' income from operations to Agilent's total enterprise income before taxes:

	Years Ended October 31,
	2014				2013				2012
	(in millions)
Total reportable segments' income from operations	$	1,322			$	1,276			$	1,384
Restructuring and business exit related costs	(64		)		(53		)		—
Acceleration of depreciation for held and used assets	—				—				(15		)
Asset Impairments	(4		)		(3		)		(1		)
Transformational programs	(29		)		(19		)		(25		)
Amortization of intangibles	(197		)		(199		)		(136		)
Acquisition and integration costs	(12		)		(29		)		(74		)
Acceleration of share-based compensation expense related to workforce reduction	(1		)		(3		)		—
One-time and pre-separation costs	(191		)		(5		)		—
Other	7				(14		)		(14		)
Interest Income	9				7				9
Interest Expense	(113		)		(107		)		(101		)
Other income (expense), net	(81		)		8				16
Income before taxes, as reported	$	646			$	859			$	1,043

Major customers.     No customer represented 10 percent or more of our total net revenue in 2014 , 2013 or 2012 .

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The following table presents assets and capital expenditures directly managed by each segment. Unallocated assets primarily consist of cash, cash equivalents, accumulated amortization of other intangibles and other assets.

	Life Sciences and Diagnostics				Chemical Analysis				Electronic Measurement				Total Segments
	(in millions)
As of October 31, 2014:
Assets	$	4,312			$	1,815			$	1,976			$	8,103
Capital expenditures	$	77			$	33			$	95			$	205
As of October 31, 2013:
Assets	$	4,291			$	1,756			$	1,997			$	8,044
Capital expenditures	$	77			$	30			$	88			$	195

The following table reconciles segment assets to Agilent's total assets:

	October 31,
	2014				2013
	(in millions)
Total reportable segments' assets	$	8,103			$	8,044
Cash, cash equivalents and short-term investments	3,028				2,675
Prepaid expenses	241				198
Investments	159				139
Long-term and other receivables	124				162
Other	(824		)		(532		)
Total assets	$	10,831			$	10,686

The other category primarily represents the difference between how segments report deferred taxes and intangible assets at the initial purchased amount.

The following table presents summarized information for net revenue and long-lived assets by geographic region. Revenues from external customers are generally attributed to countries based upon the location of the Agilent sales representative. Long lived assets consist of property, plant, and equipment, long-term receivables and other long-term assets excluding intangible assets. The rest of the world primarily consists of rest of Asia and Europe.

	United States				China				Japan				Rest of the World				Total
	(in millions)
Net revenue:
Year ended October 31, 2014	$	2,070			$	1,133			$	595			$	3,183			$	6,981
Year ended October 31, 2013	$	2,043			$	1,131			$	628			$	2,980			$	6,782
Year ended October 31, 2012	$	2,218			$	1,078			$	716			$	2,846			$	6,858

 

	United States				Japan				Rest of the World				Total
	(in millions)
Long-lived assets:
October 31, 2014	$	597			$	180			$	656			$	1,433
October 31, 2013	$	601			$	187			$	658			$	1,446

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QUARTERLY SUMMARY

(Unaudited)

	Three Months Ended
	January 31,				April 30,				July 31,				October 31,
	(in millions, except per share data)
2014
Net revenue	$	1,679			$	1,731			$	1,766			$	1,805
Gross profit	883				899				914				897
Income from operations	218				210				229				174
Net income	$	195			$	139			$	147			$	23
Net income per share — Basic:	$	0.59			$	0.42			$	0.44			$	0.07
Net income per share — Diluted:	$	0.58			$	0.41			$	0.43			$	0.07
Weighted average shares used in computing net income per share:
Basic	333				333				334				334
Diluted	338				337				338				338
Cash dividends per common share	$	0.132			$	0.132			$	0.132			$	0.132
Range of stock prices on NYSE	$ 49.84-61.22				$ 51.96-60.46				$ 53.66-59.58				$ 49.80-59.40
2013
Net revenue	$	1,680			$	1,732			$	1,652			$	1,718
Gross profit	880				891				856				908
Income from operations	217				213				236				285
Net income	$	179			$	166			$	168			$	211
Net income per share — Basic:	$	0.52			$	0.48			$	0.50			$	0.64
Net income per share — Diluted:	$	0.51			$	0.48			$	0.49			$	0.63
Weighted average shares used in computing net income per share:
Basic	347				345				339				331
Diluted	352				349				343				336
Cash dividends per common share	$	0.22			$	—			$	0.12			$	0.12
Range of stock prices on NYSE	$ 35.45-45.55				$ 40.19-45.66				$ 41.24-47.47				$ 45.32-53.47

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Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31, 2014, pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, 2014, the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2014.

The effectiveness of our internal control over financial reporting as of October 31, 2014 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during Agilent's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.     Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding our directors appears under “Proposal No. 1 - Election of Directors” in our Proxy Statement for the Annual Meeting of Stockholders (“Proxy Statement”), to be held March 18, 2015. That portion of the Proxy Statement is incorporated by reference into this report. Information regarding our executive officers appears in Item 1 of this report under “Executive Officers of the Registrant.” Information regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert appears under “Audit and Finance Committee Report” and “Board Structure and Compensation” in our Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors. Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.agilent.com.

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Compliance with Section 16(a) of the Exchange Act

Information about compliance with Section 16(a) of the Exchange Act appears under “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.

Item 11.     Executive Compensation

Information about compensation of our named executive officers appears under “Executive Compensation”, “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement. Information about compensation of our directors appears under “Director Compensation” and “Compensation Committee Report” and “Stock Ownership Guidelines” in the Proxy Statement. Those portions of the Proxy Statement are incorporated by reference into this report.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information about security ownership of certain beneficial owners and management appears under "Common Stock Ownership of Certain Beneficial Owners and Management" in the Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information about our equity compensation plans as of October 31, 2014 . All outstanding awards relate to our common stock.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted-average Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)			(b)				(c)
Equity compensation plans approved by security holders (1)(2)(3)	10,443,379			$	36			49,009,980
Equity compensation plans not approved by security holders	—			—				—
Total	10,443,379			$	36			49,009,980

(1)

The number of securities remaining available for future issuance in column (c) includes 39,990,573 shares of common stock authorized and available for issuance under the Agilent Technologies, Inc. Employee Stock Purchase Plan ("423(b) Plan"). The number of shares authorized for issuance under the 423(b) Plan is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Agilent or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the 423(b) Plan, in no event shall the aggregate number of shares issued under the Plan exceed 75 million  shares.

(2)

We issue securities under our equity compensation plans in forms other than options, warrants or rights. On November 19, 2008 and March 11, 2009, the Board and the stockholders, respectively, approved the Agilent Technologies, Inc. 2009 Stock Plan ("2009 Plan") to replace the company's 1999 Plan and 1999 Non-Employee Director Stock Plan for awards of stock-based incentive compensation to our employees (including officers), directors and consultants. The 2009 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards. The 2009 Plan has a term of ten years.

(3)	We issue securities under our equity compensation plans in forms which do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, restricted stock units and performance units. Accordingly, the weighted-average exercise price in column (b) does not take these awards into account.

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Item 13.     Certain Relationships and Related Transactions, and Director Independence

Information about certain relationships and related transactions appears under "Related Person Transaction Policy and Procedures" in the Proxy Statement. Information about director independence appears under the heading "Board Structure and Compensation — Director Independence" in the Proxy Statement. Each of those portions of the Proxy Statement is incorporated by reference into this report.

Item 14.     Principal Accounting Fees and Services

Information about principal accountant fees and services as well as related pre-approval policies appears under "Fees Paid to PricewaterhouseCoopers" and "Policy on Audit and Finance Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Auditors" in the Proxy Statement. Those portions of the Proxy Statement are incorporated by reference into this report.

PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)	The following documents are filed as part of this report:

1.	Financial Statements.

See Index to Consolidated Financial Statements under Item 8 on Page 55 of this report.

2.	Financial Statement Schedule.

The following additional financial statement schedule should be considered in conjunction with our consolidated financial statements. All other schedules have been omitted because the required information is either not applicable or not sufficiently material to require submission of the schedule:

SCHEDULE II

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Column A		Column B				Column C				Column D				Column E
Description		Balance at Beginning of Period				Additions Charged to Expenses or Other Accounts*				Deductions Credited to Expenses or Other Accounts**				Balance at End of Period
		(in millions)
2014
Tax valuation allowance		$	85			$	49			$	—			$	134
2013
Tax valuation allowance		$	93			$	—			$	(8	)		$	85
2012
Tax valuation allowance		$	369			$	4			$	(280	)		$	93

* Additions include current year additions charged to expenses and current year build due to increases in net deferred tax assets, return to provision true-ups, other adjustments and OCI impact to deferred taxes. The addition in FY2014 is primarily related to capital losses in Australia against which a valuation allowance was set up.

** Deductions include current year releases credited to expenses and current year reductions due to decreases in net deferred tax assets, return to provision true-ups, other adjustments and OCI impact to deferred taxes. For 2012, the amount reflects the reversal of the valuation allowance for most of our U.S. federal and state deferred tax assets since management concluded that it is more likely than not that these deferred tax assets will be realized primarily due to the emergence from cumulative losses in recent years, the return to sustainable U.S. operating profits and the expectation of sustainable profitability in future periods.

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3.	Exhibits.

Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K):

					Incorporation by Reference
Exhibit Number			Description		Form		Date		Exhibit Number		Filed Herewith
2.1			Master Separation and Distribution Agreement between Hewlett‑Packard and Agilent Technologies, Inc., effective as of August 12, 1999.		S-1/A		11/10/1999		2.1
2.2			General Assignment and Assumption Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.2
2.3			Master Technology Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.3
2.4			Master Patent Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.4
2.5			Master Trademark Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.5
2.6			ICBD Technology Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.6
2.7			Employee Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.7
2.8			Tax Sharing Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.8
2.9			Master IT Service Level Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.9
2.10			Real Estate Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.10
2.11			Environmental Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.11
2.12			Master Confidential Disclosure Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.12
2.13			Indemnification and Insurance Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.		S-1/A		11/10/1999		2.13
2.14			Non U.S. Plan.		S-1/A		11/10/1999		2.14
2.15			Share Purchase Agreement, dated as of August 12, 2005, by and among Agilent Technologies, Inc. and Agilent LED International, Philips Lumileds Holding B.V. and Koninklijke Philips Electronics N.V.		8-K		8/15/2005		2.2
2.16			Agreement and Plan of Merger dated as of July 26, 2009, by and among Agilent Technologies, Inc., Cobalt Acquisition Corp. and Varian, Inc.		10-Q		9/4/2009		2.1
2.17			Asset Purchase Agreement, dated February 10, 2010, by and between Agilent Technologies, Inc. and JDS Uniphase Corporation (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Asset Purchase Agreement have been omitted; they will be supplementally provided to the SEC upon request)		10-Q		3/10/2010		2.1
2.18			Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Separation and Distribution Agreement have been omitted; they will be supplementally provided to the SEC upon request)		8-K		8/1/2014		2.1
3.1			Amended and Restated Certificate of Incorporation.		S-1		8/16/1999		3.1
3.2			Amended and Restated Bylaws.		8-K		11/20/2012		3.1

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					Incorporation by Reference
Exhibit Number			Description		Form		Date		Exhibit Number		Filed Herewith
4.1			Preferred Stock Rights Agreement between Agilent Technologies, Inc. and Harris Trust and Savings Bank dated as of May 12, 2000.		8-A12B/A		5/24/2000		1
4.2			Registration Rights Agreement between Agilent Technologies, Inc. and Credit Suisse First Boston Corporation, J.P. Morgan Securities, Inc. and Salomon Smith Barney, Inc. dated November 27, 2001.		8-K		11/27/2001		99.3
4.3			Indenture, dated October 24, 2007, between Agilent Technologies, Inc. and the trustee for the debt securities.		S-3ASR		10/24/2007		4.01
4.4			Form of First Supplemental Indenture, dated as of October 29, 2007, between Agilent Technologies, Inc. and U.S. Bank National Association and Form of Global Note for Agilent Technologies, Inc. 6.50% Senior Notes due 2017.		8-K		10/26/2007		4.01
4.5			Fifth Supplemental Indenture, dated as of July 20, 2010, between the Company and U.S. Bank National Association and Form of Global Note for the Company's 5.00% Senior Notes due 2020.		8-K		7/20/2010		4.02
4.6			Sixth Supplemental Indenture, dated as of September 13, 2012, between the Company and U.S. Bank National Association		8-K		9/13/2012		4.01
4.7			Form of Global Note for the Company's 3.20% Senior Notes due 2022 (contained in Exhibit 4.01)		8-K		9/13/2012		4.02
4.8			Seventh Supplemental Indenture, dated as of June 21, 2013, between the Company and U.S. Bank National Association and Form of Global Note for the Company’s 3.875% Senior Notes due 2023.		8-K		6/21/2013		4.01
4.9			Indenture, dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee.		8-K		10/15/2014		4.1
4.10			First Supplemental Indenture, dated as of October 15, 2014, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee.		8-K		10/15/2014		4.2
4.11			Guarantee, dated as of October 15, 2014, by Agilent Technologies, Inc. in favor of U.S. Bank National Association as Trustee for the Holders of Notes specified therein of Keysight Technologies, Inc.		8-K		10/15/2014		4.3
4.12			Registration Rights Agreement, dated as of October 15, 2014, by and among Keysight Technologies, Inc., Agilent Technologies, Inc., and Citigroup Global Markets Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the Initial Purchasers.		8-K		10/15/2014		4.4
10.1			Agilent Technologies, Inc. 1999 Stock Plan (Amendment and Restatement Effective November 14, 2006).*		10-K		12/22/2006		10.8
10.2			Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*		8-K		11/12/2004		10.1
10.3			Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*		8-K		11/12/2004		10.2
10.4			Form of Award Agreement (SAR) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*		10-K		12/21/2004		10.37
10.5			Form of Award Agreement (restricted stock) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*		10-K		12/21/2004		10.39
10.6			Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement For Standard Awards Granted to Employees.*		10-Q		6/5/2007		10.3

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					Incorporation by Reference
Exhibit Number			Description		Form		Date		Exhibit Number		Filed Herewith
10.7			Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement Under The Long-Term Performance Program.*		10-Q		6/5/2007		10.7
10.8			Form of Amendment to the Form of Standard Long-Term Performance Program Award Agreement for awards granted under the Agilent Technologies, Inc. Stock Plan during FY07-09 and FY 08-10.*		10-K		12/19/2008		10.22
10.9			Form of Standard Long-Term Performance Program Award Agreement for awards granted under the Agilent Technologies, Inc. 1999 Stock Plan.*		10-K		12/19/2008		10.23
10.10			Form of Standard Stock Award Agreement for Restricted Stock Units granted under the Agilent Technologies, Inc. 1999 Stock Plan.*		10-K		12/19/2008		10.24
10.11			Form of Stock Award Agreement for awards granted to New Executives under the Agilent Technologies, Inc. 1999 Stock Plan.*		10-K		12/19/2008		10.25
10.12			Agilent Technologies, Inc. Employee Stock Purchase Plan (Amended and Restated, effective November 1, 2008).*		10-Q		9/5/2008		10.1
10.13			Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan (Amended and Restated Effective November 14, 2007).*		10-K		12/21/2007		10.23
10.14			Form of Stock Option Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.*		8-K		11/12/2004		10.3
10.15			Form of Stock Option Award Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.*		10-Q		9/5/2008		10.2
10.16			Agilent Technologies, Inc. 2009 Stock Plan.*		DEF14A		1/27/2009		Appendix A
10.17			Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees (for awards made after October 31, 2010).*		10‑K		12/20/2010		10.17
10.18			Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees.*		10-K		12/21/2009		10.31
10.19			Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees (for awards made after October 31, 2010).*		10‑K		12/20/2010		10.19
10.20			Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees.*		10-K		12/21/2009		10.32
10.21			Form of Stock Award Agreement for Standard Awards granted to Employees (for awards made after October 31, 2010).*		10‑K		12/20/2010		10.21
10.22			Form of Stock Award Agreement for Standard Awards granted to Employees.*		10-K		12/21/2009		10.33
10.23			Form of New Executive Stock Award Agreement under the 2009 Stock Plan.*		8-K		3/25/2009		10.4
10.24			Form of Non-Employee Director Stock Option Award Agreement under the 2009 Stock Plan.*		8-K		3/25/2009		10.5
10.25			Form of Long-Term Performance Program Stock Award Agreement under the 2009 Stock Plan.*		10-K		12/21/2009		10.36
10.26			Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective January 1, 2005).*		10-K		12/21/2007		10.25
10.27			Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*		10-Q		3/9/2006		10.63

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					Incorporation by Reference
Exhibit Number			Description		Form		Date		Exhibit Number		Filed Herewith
10.28			Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*		10-K		12/21/2009		10.39
10.29			Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective January 1, 2011).*		10‑K		12/20/2010		10.29
10.30			Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective October 28, 2009).*		10-K		12/21/2009		10.40
10.31			Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees.		10‑K		12/20/2010		10.31
10.32			Agilent Technologies, Inc. Performance‑Based Compensation Plan for Covered Employees (Amended and Restated December 18, 2008).*		10-K		12/19/2008		10.34
10.33			Form of Indemnification Agreement entered into by Agilent Technologies, Inc. with each of its directors and board‑appointed officers.*		S-1		8/16/1999		10.9
10.34			Form of Amended and Restated Indemnification Agreement between Agilent Technologies, Inc. and Directors of the Company, Section 16 Officers and Board‑elected Officers of the Company.*		8-K		4/10/2008		10.1
10.35			Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*								X
10.36			Form of Amended and Restated Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company's Chief Executive Officer).*		8-K		4/10/2008		10.3
10.37			Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Offier)*								X
10.38			Form of New Executive Officer Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company (for executives hired, elected or promoted after July 14, 2009).*		10-K		12/21/2009		10.50
10.39			Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*								X
10.40			Master Separation and Distribution Agreement between Agilent Technologies, Inc. and Verigy Ltd., dated as of May 31, 2006.		10-Q		6/6/2006		10.66
10.41			General Assignment and Assumption Agreement between Agilent Technologies, Inc. and Verigy Ltd., dated as of June 1, 2006.		10-Q		6/6/2006		10.67
10.42			Intellectual Property Matters Agreement between Agilent Technologies, Inc., Verigy Ltd., and Verigy (Singapore) Pte. Ltd., dated as of June 1, 2006.		10-Q		6/6/2006		10.68
10.43			Tax Sharing Agreement by and between Agilent Technologies, Inc. and Verigy Ltd., dated as of June 1, 2006.		10-Q		6/6/2006		10.70
10.44			Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.		8-K		8/1/2014		10.1

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					Incorporation by Reference
Exhibit Number			Description		Form		Date		Exhibit Number		Filed Herewith
10.45			Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.		8-K		8/1/2014		10.2
10.46			Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.		8-K		8/1/2014		10.3
10.47			Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.		8-K		8/1/2014		10.4
10.48			Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.		8-K		8/1/2014		10.5
10.49			Underwriting Agreement, dated October 24, 2007, by and among Agilent Technologies, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., on behalf of the several underwriters named therein.		8-K		10/26/2007		1.01
10.50			Underwriting Agreement, dated September 9, 2009, by and among the Company, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, on behalf of the several underwriters named therein.		8-K		9/14/2009		1.01
10.51			Underwriting Agreement, dated July 13, 2010, by and among the Company, Banc of America Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, on behalf of the several underwriters named therein.		8-K		7/19/2010		1.01
10.52			Underwriting Agreement, dated September 10, 2012, by and among the Company, Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the several underwriters named therein		8-K		9/13/2012		1.01
10.53			Underwriting Agreement, dated June 21, 2013, by and among the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the several underwriters named therein.		8-K		6/21/2013		1.01
10.54			Credit Agreement, dated September 15, 2014, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.		8-K		9/15/2014		10.2
10.55			Credit Agreement, dated September 15, 2014, by and among the Company, Keysight Technologies, Inc., as Borrower, the Lenders party thereto, Citibank, N.A., as Administrative Agent.		8-K		9/15/2014		10.1
10.56			Share Purchase Agreement by and among Delphi S.a.r.l., Agilent Technologies Europe B.V. and Agilent Technologies, Inc., dated May 16, 2012.		8-K		5/22/2012		10.1
10.57			Separation Agreement and General Release, effective as of November 7, 2013 by and between Nicolas Roelofs and the Company.		8-K		11/13/2013		10.1
10.58			Executive Service Contract - Chief Executive Officer, by and among Dako Denmark A/S, Dako A/S and Lars Holmkvist* +		10-K		12/19/2013		10.53
10.59			Bonus Retention Agreement by and between the Company and Lars Holmkvist*		10-K		12/19/2013		10.54
10.60			Settlement Agreement by and between the Company and Lars Holmkvist*								X

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					Incorporation by Reference
Exhibit Number			Description		Form		Date		Exhibit Number		Filed Herewith
10.61			Contract of Employment - Corporate Vice President, by and among Dako Denmark A/S and Jacob Thaysen*								X
10.62			Letter of Terms and Conditions International Long Term Assignment, by and among Jacob Thaysen and the Company*								X
10.63			Bonus Retention Agreement, by and among Jacob Thaysen and the Company*								X
10.64			Bonus Retention Notification for FY 13 and FY13-FY15 Performance Periods, by and among Jacob Thaysen and the Company*								X
11.1			See Note 6, “Net Income Per Share”, to our Consolidated Financial Statements on page 80.								X
12.1			Computation of ratio of earnings to fixed charges.								X
14.1			See Investor Information in Item 1: Business on page 3 of this Annual Report on Form 10-K.								X
21.1			Significant subsidiaries of Agilent Technologies, Inc. as of October 31, 2014.								X
23.1			Consent of Independent Registered Public Accounting Firm.								X
24.1			Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K.								X
31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.								X
31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.								X
32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.								X
32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.								X
101.INS			XBRL Instance Document.								X
101.SCH			XBRL Taxonomy Extension Schema Document.								X
101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.								X
101.LAB			XBRL Taxonomy Extension Label Linkbase Document.								X
101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.								X
101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.								X

*	Indicates management contract or compensatory plan, contract or arrangement.

+ Pursuant to a request for confidential treatment, confidential portions of this Exhibit have been redacted and have been

filed separately with the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		AGILENT TECHNOLOGIES, INC.
		BY		/s/ MARIE OH HUBER
				Marie Oh Huber
				Senior Vice President,
				General Counsel and Secretary

Date: December 22, 2014

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Oh Huber and Michael Tang, or either of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ WILLIAM P. SULLIVAN		Director and Chief Executive Officer		December 22, 2014
William P. Sullivan		(Principal Executive Officer)
/s/ DIDIER HIRSCH		Senior Vice President and Chief Financial Officer		December 22, 2014
Didier Hirsch		(Principal Financial Officer)
/s/ SOLANGE GLAIZE		Vice President, Corporate Controllership		December 22, 2014
Solange Glaize		(Principal Accounting Officer)
/s/ JAMES G. CULLEN		Chairman of the Board of Directors		December 22, 2014
James G. Cullen
/s/ PAUL N. CLARK		Director		December 22, 2014
Paul N. Clark
/s/ HEIDI FIELDS		Director		December 22, 2014
Heidi Fields
/s/ ROBERT J. HERBOLD		Director		December 22, 2014
Robert J. Herbold
/s/ KOH BOON HWEE		Director		December 22, 2014
Koh Boon Hwee
/s/ A. BARRY RAND		Director		December 22, 2014
A. Barry Rand
/s/ GEORGE A. SCANGOS, Ph D		Director		December 22, 2014
George A. Scangos, Ph D.
/s/ TADATAKA YAMADA, M.D.		Director		December 22, 2014
Tadataka Yamada, M.D.

120

Exhibit 10.35

2014

FORM OF TIER I CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the “Agreement”) is entered into this          day of                , 20   (the “Effective Date”) between                                 (“Executive”) and Agilent Technologies, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

RECITALS

A.     As is the case with most, if not all, publicly-traded businesses, it is expected that the Company from time to time may consider or may be presented with the need to consider the possibility of an acquisition by another company or other change in control of the ownership of the Company. The Board of Directors of the Company (the “Board”) recognizes that such considerations can be a distraction to Executive and can cause the Executive to consider alternative employment opportunities or to be influenced by the impact of a possible change in control of the ownership of the Company on Executive’s personal circumstances in evaluating such possibilities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.

B.     The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue his or her employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

C.     The Board believes that it is important to provide Executive with certain benefits upon Executive’s termination of employment in certain instances in connection with a Change of Control that provide Executive with enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

D.     At the same time, the Board expects the Company to receive certain benefits in exchange for providing Executive with this measure of financial security and incentive under the Agreement. Therefore, the Board believes that Executive should provide various specific commitments which are intended to assure the Company that Executive will not direct Executive’s skills, experience and knowledge to the detriment of the Company during the periods specified herein.

E.     Capitalized terms used in this Agreement and not otherwise defined herein are defined in Article VII.

The Company and Executive hereby agree as follows:

    

    

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ARTICLE I.
EMPLOYMENT BY THE COMPANY

1.1      Executive is currently employed as Chief Executive Officer (“CEO”) of the Company.

1.2      Executive shall be entitled to the rights and benefits of this Agreement in accordance with the terms of this Agreement and this Agreement may not be terminated, except as otherwise provided in Section 4.5, if Executive is CEO or an employee of the Company serving at the request of the Board as of immediately prior to a Change of Control, or, if earlier, immediately prior to a termination of Executive’s employment that results in an Anticipatory Termination (such time, the “Section 1.2 Time”).

1.3      The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee and that either Executive or the Company has the right at any time to terminate or to change Executive’s employment with the Company, or to determine that Executive is no longer CEO or an employee of the Company serving at the request of the Board regardless of the continued employment of Executive with or without cause or advance notice, for any reason or for no reason. The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II of this Agreement.

1.4      The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 4.2, and Executive’s execution of the Release described in Section 4.3. The Company and Executive agree that Executive’s compliance with the obligations described in Section 4.2 and Executive’s execution and non-revocation of the Release described in Section 4.3 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article IV, and would not have entered into this Agreement in the absence of such commitments.

ARTICLE II.

TERMINATION EVENTS

2.1      Involuntary Termination Upon or Following Change of Control .

(a)      The Company may involuntarily terminate Executive’s employment with the Company and its subsidiaries at any time. In the event Executive’s employment with the Company and its subsidiaries is involuntarily terminated by the Company without Cause either (i) at the time of or within twenty-four (24) months following the occurrence of a Change of Control, (ii) within three (3) months prior to a Change of Control, whether or not such

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termination is at the request of an “Acquiror”, or (iii) at any time prior to a Change of Control, if such termination is at the request of an Acquiror, then, upon the later of Executive’s termination date and such Change of Control, such termination of employment will be a Termination Event and the Company shall pay Executive the compensation and benefits described in and at the times provided under Article III. For all purposes of this Agreement, the term “Acquiror” is a third party that has taken steps reasonably calculated to effect a Change of Control.

(b)      In the event Executive’s employment with the Company and its subsidiaries is either involuntarily terminated by the Company with Cause at any time, or is involuntarily terminated by the Company without Cause at any time other than under the circumstances described in Section 2.1(a), then such termination of employment will not be a Termination Event, Executive will not be entitled to receive any payments or benefits under the provisions of this Agreement, and the Company will cease paying compensation and providing benefits to Executive as of Executive’s termination date.

2.2      Voluntary Termination Upon or Following Change of Control; Death; Disability .

(a)      Executive may voluntarily terminate Executive’s employment with the Company and its subsidiaries at any time. In the event Executive voluntarily terminates Executive’s employment within three (3) months following the occurrence of an event constituting Good Reason and on account of an event constituting Good Reason, which event occurs either (i) at the time of or within twenty-four (24) months following the occurrence of a Change of Control, (ii) within three (3) months prior to a Change of Control, whether or not such termination is at the request of an Acquiror, or (iii) at any time prior to a Change of Control, if such triggering event or Executive’s termination is at the request of an Acquiror, then, upon the later of Executive’s termination date and such Change of Control, such termination of employment will be a Termination Event and the Company shall pay Executive the compensation and benefits described in and at the times provided under Article III.

(b)      In the event (i) Executive voluntarily terminates Executive’s employment for any reason other than on account of an event constituting Good Reason under the circumstances described in Section 2.2(a), or (ii) Executive’s employment terminates on account of either death or Disability, then such termination of employment will not be a Termination Event, Executive will not be entitled to receive any payments or benefits under the provisions of this Agreement, and the Company will cease paying compensation and providing benefits to Executive as of Executive’s termination date.

ARTICLE III.

TERMINATION COMPENSATION AND BENEFITS PAYABLE

3.1      Right to Benefits . If a Termination Event occurs, Executive shall be entitled to receive the benefits described in this Agreement so long as Executive complies with the restrictions and limitations set forth in Article IV; provided, further, that (a) Executive must execute the Release, (b) the time period for revocation of the Release must expire without revocation by Executive within sixty-two (62) days immediately following the Termination

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Event (the “Release Deadline”) and (c) the Release shall remain in effect at the time that the benefits of this Article III are paid. If a Termination Event does not occur, Executive shall not be entitled to receive any benefits described in this Agreement, except as otherwise specifically set forth herein.

3.2      Severance . Upon the occurrence of a Termination Event, Executive shall receive three (3) times the sum of Executive’s Base Salary plus Target Bonus. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline.

3.3      Health Insurance Coverage . Upon the occurrence of a Termination Event, Executive shall be entitled to receive a payment equal to Eighty-Thousand U.S. Dollars ($80,000) (the “Health Expense Benefit”). The purpose of the Health Expense Benefit is to assist Executive with healthcare expenses, including additional health plan premium payments that may result from the occurrence of a Termination Event. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline.

This Section 3.3 provides only for the Company’s payment of the Health Expense Benefit. This Section 3.3 does not affect the rights of Executive or Executive’s covered dependents under any applicable law with respect to health insurance continuation coverage.

3.4      Stock Award Acceleration . (a) Executive’s stock options which are outstanding and not vested as of the date of the Termination Event (the “Stock Options”) shall become fully vested and exercisable as of the Release Deadline so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Options were granted. The term “Stock Options” shall not include any rights of Executive under the Company’s employee stock purchase plan.

Effective as of the Release Deadline, Executive’s restricted stock awards (“Restricted Stock”) and restricted stock unit awards (“RSUs”) that are outstanding as of the date of the Termination Event and that are not subject to performance-based vesting shall become fully vested to the extent not previously vested and, in the case of Restricted Stock, free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employment so long as Executive complies with the restrictions and limitations set forth in Article IV. All shares of Restricted Stock or shares underlying RSUs which have not yet been delivered to Executive or Executive’s designee (whether because subject to joint escrow instructions or otherwise) shall be delivered to Executive or Executive’s designee as soon as administratively feasible after the occurrence of the Release Deadline (except that if an award of RSUs constitutes deferred compensation within the meaning of, and subject to, Section 409A of the Code, then the underlying shares shall be delivered at the time or times specified in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Section 409A of the Code).

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Except to the extent otherwise provided in Section 3.4(b), the treatment of Executive’s other awards, if any, outstanding under the 2009 Stock Plan of the Company, or any successor plan thereto (together the “Stock Plan”), at the time of the Termination Event, including without limitation shares of Restricted Stock and RSUs that are subject to performance-based vesting, performance share awards and performance awards which may be settled in cash, shall be governed by the respective award agreement.

(b)    Upon a Specified Qualifying Termination and only in the event that the consequences of a Change in Control described in Section 7.5(d) to an award under the Agilent Technologies, Inc. Long-Term Performance Program or a successor plan or program (the “LTPP”) are not specifically addressed by the LTPP or award agreement thereunder, in addition to the payments and benefit set forth in Section 3.4(a), Executive shall, in full satisfaction of his or her LTPP Awards (as defined below) and subject to the terms and conditions of this Agreement, be entitled to accelerated vesting of all full value equity-based awards to the extent deemed earned as determined below that (i) were granted under the LTPP, (ii) were outstanding immediately prior to the Change of Control and (iii) remain outstanding and unvested immediately prior to the Specified Qualifying Termination (the “ LTPP Awards ”) and, for this purpose, each applicable LTPP Award shall be deemed earned based on the greater of (A) the actual level of achievement of the applicable performance goals, measured by ending the applicable performance period on the date of the Specified Qualifying Termination, and (B) the target level of achievement of the applicable performance goals; provided , that if the Specified Qualifying Termination occurs during the first twelve (12) months of the performance period with respect to an LTPP Award, then the portion of such LTPP Award that shall become vested shall be equal to the product of (1) the full amount of the earned award determined pursuant to this Section 3.4(b) and (2) a fraction, the numerator of which is the number of days from the beginning of the performance period through the date of the Specified Qualifying Termination and the denominator of which is the number of days in such twelve (12) month period.

The LTPP Awards shall be settled at the end of the applicable performance period or termination date of the LTPP (except that, if such LTPP Awards constitute deferred compensation within the meaning of, and subject to, Section 409A of the Code, then they shall be settled at the time or times specified in the applicable award agreement if different from the dates specified herein).

(c)    Notwithstanding the above, if (i) Executive held unvested Stock Options, Restricted Stock, RSUs and LTPP Awards issued under the Stock Plan at the time of a Termination Event which is an Anticipatory Termination, (ii) such awards are forfeited or expire at or following such Anticipatory Termination, and before the applicable Change of Control, and (iii) such awards would have become vested on Executive’s date of termination on account of such Termination Event had it not been an Anticipatory Termination (such forfeited awards, the “Forfeited Equity”), then Executive shall receive a lump sum amount equal to the value of the Forfeited Equity no later than seven (7) business days after the Release Deadline. For purposes of the preceding sentence, the value of the Forfeited Equity shall equal (i) in the case of RSUs and Restricted Stock, the fair market value, as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, (ii) in the case of a Stock Option, the fair market value, as determined under the Stock Plan, of the shares as to

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which the Stock Option would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, less the exercise price of such Stock Option (but in no event less than zero) and (iii) in the case of LTTP Awards, the fair market value as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested and deemed earned had such Termination Event not been an Anticipatory Termination determined as of the Change of Control.

3.5      Bonus . If a Termination Event occurs, Executive shall receive a pro-rated bonus for the fiscal year in which the Termination Event occurs in respect of any bonus plan applicable to Executive at the time of the Termination Event. The amount of the pro-rated bonus shall be equal to (i) the greater of (A) the accrued amount of Executive’s bonus under the bonus plan for such fiscal year (i.e., the amount accrued as the expected liability for the bonus by the Company’s corporate finance department) as of the date of the Termination Event and (B) the product of (1) the Eligible Employee’s Target Bonus under the bonus plan for such fiscal year, and (2) a fraction in which (x) the numerator is the number of days from and including the first day of such fiscal year until and including the date of the Termination Event, and (y) the denominator is 365, less (ii) the amount of any bonus actually paid to Executive prior to the date of the Termination Event under the applicable bonus plan in respect of such fiscal year. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline. Executive’s rights to the payment provided in this Section 3.5 shall not be terminated by the application of Section 4.2 of this Agreement. This Section 3.5 shall not apply to awards issued pursuant to the Stock Plan.

3.6      Mitigation . Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by retirement benefits after the date of the Termination Event, or otherwise,

3.7      Compliance with Section 409A . In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement (“Agreement Payment”) would constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (A) the day following the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company or (B) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following

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institutions: Citibank N.A., Wells Fargo Bank, N.A. or Bank of America, on the date of such separation from service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum, including all accrued interest.

Termination of employment (and corollary terms) for purposes of this Agreement shall mean a separation from service within the meaning of Treasury Regulation § 1.409A-1(h). Executive shall not be deemed to have separated from service if Executive continues to provide services to the Company at an annual rate that is fifty percent or more of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period); provided, however, that a separation from service will be deemed to have occurred if Executive’s service with the Company is reduced to an annual rate that is less than twenty percent of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period). For purposes of this Section 3.7 only and for determining whether Executive has experienced a separation from service, the “Company” shall mean the Company and its affiliates that are treated as a single employer under section 414(b) or (c) of the Code.

ARTICLE IV.

LIMITATIONS AND CONDITIONS ON BENEFITS; AMENDMENT OF AGREEMENT

4.1      Reduction in Payments and Benefits; Withholding Taxes . The benefits provided under this Agreement are in lieu of any benefit provided under any other severance plan, program or arrangement of the Company in effect at the time of a Termination Event provided , however that if Executive is entitled to notice, severance, or other termination benefits including, without limitation, under any employment contract, severance plan or requirement imposed by law, such Executive shall be entitled to receive only the benefits under this Agreement or such other severance benefits, whichever is greater in value (as determined by the Board or its designee), but not both. Any payment under this Agreement is intended to be greater than, inclusive of, and made in satisfaction of any such notice, severance, or other termination benefits, including benefits under any employment contact, severance plan or requirement imposed by law. However, to the extent any other notice, severance, or other termination benefits are paid to Executive separately, such payments will be credited against any benefits paid under this Agreement and reduce any benefits paid under this Agreement in a manner which, as much as reasonably practicable (as determined by the Board or its designee) does not result in the imposition of tax penalties on Executive pursuant to Section 409A of the Code. The Company shall withhold appropriate federal, state or local income, employment and other applicable taxes or other deductions required under applicable law from any payments hereunder.

4.2      Obligations of Executive .

(a)      For two years following the Termination Event, Executive agrees not to personally solicit any of the employees either of the Company or of any entity in which the

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Company directly or indirectly possesses the ability to determine the voting of 50% or more of the voting securities of such entity (including two-party joint ventures in which each party possesses 50% of the total voting power of the entity) to become employed elsewhere or provide the names of such employees to any other company which Executive has reason to believe will solicit such employees.

(b)      Following the occurrence of a Termination Event, Executive agrees to continue to satisfy Executive’s obligations under the terms of the Company’s standard form of Proprietary Information and Non-Disclosure Agreement previously executed by Executive (or any comparable agreement subsequently executed by Executive in substitution or supplement thereto). Executive’s obligations under this Section 4.2(b) shall survive the termination of this Agreement.

(c)      It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 4 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void, but shall be deemed amended to apply as to such maximum time or territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(d)      Following a Termination Event, Executive agrees not to make any public statement or statements to the press concerning the Company, its business objectives, its management practices, or other sensitive information without first receiving the Company’s written approval. Executive further agrees to take no action which would cause the Company or its employees or agents any embarrassment or humiliation or otherwise cause or contribute to the Company’s or any such person’s being held in disrepute by the general public or the Company’s employees, clients, or customers.

(e)      Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 4.2(a) or Section 4.2(b) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall, with respect to a breach or threatened breach of Section 4.2(a) or Section 4.2(b) only, obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.

4.3      Employee Release Prior to Receipt of Benefits . Prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Release shall be modified as necessary to conform to local law requirements. Executive shall have twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the

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Company to consider whether to execute the Release, and Executive may revoke the Release within seven (7) days after its execution. In the event that Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, Executive may execute the form of Release attached hereto as Exhibit A (which shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). In the event Executive does not execute the Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the Release once it is executed and not timely revoked.

4.4      Parachute Payments . In the event that the any payments or benefits received or to be received by Executive pursuant to this Agreement or otherwise (a) constitute “parachute payments” within the meaning of Section 280G of the Code, as determined by the accounting firm that audited the Company prior to the Change of Control or another nationally known accounting or employee benefits consulting firm selected by the Company prior to such Change of Control (the “Accounting Firm”) and (b) but for this Section 4.4, would, in the judgment of the Accounting Firm, be subject to the excise tax imposed by Section 4999 of the Code by reason of Section 280G of the Code, then Executive’s benefits under this Agreement shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such payments or benefits being subject to the excise tax under Section 4999 of the Code, as determined by the Accounting Firm, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits under this Agreement, as determined by the Accounting Firm, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event that a lesser amount is paid under clause (b)(ii) above, then the elements of Executive’s payments hereunder shall be reduced in such order (A) as the Company determines, in its sole discretion, has the least economic detriment to Executive and (B) which does not result in the imposition of any tax penalties under Section 409A on Executive. To the extent the economic impact of reducing payments from one or more elements is equivalent and subject to clause (B) of the preceding sentence, the reduction may be made pro rata by the Company in its sole discretion.

4.5      Amendment or Termination of this Agreement . The Company may make amendments to this Agreement without the consent of Executive which are non-material and which are not adverse to Executive to the extent necessary or advisable to comply with laws. Any other changes to or, termination of, this Agreement may be made only upon the mutual written consent of the Company and Executive; provided, however, that only prior to the Section 1.2 Time, the Company may unilaterally terminate this Agreement following eighteen (18) months’ prior written notice to Executive. If the Company makes any changes to this Agreement without the consent of Executive pursuant to the first sentence of this Section 4.5 it shall provide prompt written notice and a copy of such change to Executive.

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ARTICLE V.

OTHER RIGHTS AND BENEFITS NOT AFFECTED

5.1      Nonexclusivity . Nothing in the Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which Executive may otherwise qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any stock option or other agreements with the Company; provided, however, that subject to Section 4.1, any benefits provided hereunder shall be in lieu of any other severance benefits to which Executive may otherwise be entitled, including without limitation, under any employment contract or severance plan. Except as otherwise expressly provided herein, amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the date of a Termination Event shall be payable in accordance with such plan, policy, practice or program.

5.2      Employment Status . This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee, or impose on the Company or any affiliate any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee, or (iii) to change the Company’s or affiliate’s policies regarding termination or alteration of employment.

ARTICLE VI.

NON-ALIENATION OF BENEFITS

No benefit hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

ARTICLE VII.

DEFINITIONS

For purposes of the Agreement, the following terms shall have the meanings set forth below:

7.1      “ Agreement ” means this Change of Control Severance Agreement.

7.2      “ Anticipatory Termination ” means a Termination Event described in (a) Section 2.1(a)(ii), (b) Section 2.1(a)(iii), (c) Section 2.2(a)(ii), or (d) Section 2.2(a)(iii).

7.3      “ Base Salary ” means Executive’s annual base salary (excluding, without limitation, bonus, any other incentive or other payments, stock option exercises, and equity compensation vesting or share delivery) from the Company at the time of the occurrence of the Change of Control or Executive’s termination of employment, whichever is greater.

7.4      “ Cause ” means (a) conviction of any felony or any crime involving moral turpitude or dishonesty which has a material adverse effect on the Company’s business or

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reputation; (b) repeated unexplained or unjustified absences from the Company; (c) refusal or willful failure to act in accordance with any specific lawful direction or order of the Company or stated written policy of the Company which has a material adverse effect on the Company’s business or reputation; (d) a material and willful violation of any applicable law which if made public would materially injure the business or reputation of the Company as reasonably determined by the Board; (e) participation in a fraud or act of dishonesty against the Company which has a material adverse effect on the Company’s business or reputation; (f) conduct by Executive which the Board determines demonstrates gross unfitness to serve; or (g) intentional, material violation by Executive of any contract between Executive and the Company or any statutory duty of Executive to the Company that is not corrected within thirty (30) days after written notice to Executive thereof. Whether or not the actions or omissions of Executive constitute “Cause” within the meaning of this Section 7.4 shall be decided by the Board based upon a reasonable good faith investigation and determination. Disability of Executive shall not constitute “Cause.” For purposes of this Section 7.4, references to the “Company” shall also mean, in addition to the Company, any affiliate of the Company that is the employer of Executive.

7.5      “ Change of Control ” means the occurrence of any of the following events:

(a)      The sale, exchange, lease or other disposition or transfer of all or substantially all of the consolidated assets of the Company to a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) which will continue the business of the Company in the future; or

(b)      A merger or consolidation involving the Company in which the shareholders of the Company immediately prior to such merger or consolidation are not the beneficial owners (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of more than 75% of the total voting power of the outstanding voting securities of the corporation resulting from such transaction in substantially the same proportion as their ownership of the total voting power of the outstanding voting securities of the Company immediately prior to such merger or consolidation; or

(c)      The acquisition of beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of at least 25% of the total voting power of the outstanding voting securities of the Company by a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act); or

(d)      Individuals who, as of Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) other than the Board.

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7.6      “ Code ” means Internal Revenue Code of 1986, as amended .

7.7      “ Company ” means Agilent Technologies, Inc., a Delaware corporation, and any successor thereto.

7.8      “Disability” means the inability of Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

7.9      “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

7.10      “ Good Reason ” means (a) a more than $10,000 reduction of Executive’s rate of compensation as in effect immediately prior to the Effective Date or in effect immediately prior to the occurrence of a Change of Control, whichever is greater, other than reductions in Base Salary that apply broadly to employees of the Company or reductions due to varying metrics and achievement of performance goals for different periods under variable pay programs; (b) either (i) failure to provide a package of benefits which, taken as a whole, provides substantially similar benefits to those in which Executive is entitled to participate in the day prior to the occurrence of the Change of Control (except that employee contributions may be raised to the extent of any cost increases imposed by third parties) or (ii) any action by the Company which would significantly and adversely affect Executive’s participation or reduce Executive’s benefits under any of such plans in existence the day prior to the Change of Control, other than changes that apply broadly to employees of the Company; (c) change in Executive’s duties, responsibilities, authority, job title, or reporting relationships resulting in a significant diminution of position, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by the Company within thirty (30) days after notice thereof is given by Executive; (d) Executive is required to relocate to a worksite that is more than 35 miles from his prior worksite and which increases the distance between such Executive’s home and principal office by more than 35 miles, unless Executive accepts such relocation opportunity; (e) failure or refusal of a successor to the Company to assume the Company’s obligations under this Agreement, as provided in Section 8.7; or (f) material breach by the Company or any successor to the Company of any of the material provisions of this Agreement. For purposes of clause (c) of the immediately preceding sentence, Executive’s duties, responsibilities, authority, job title or reporting relationships shall not be considered to be significantly diminished (and therefore shall not constitute “Good Reason”) so long as Executive continues to perform substantially the same functional role for the Company as Executive performed immediately prior to the occurrence of the Change of Control, even if the Company becomes a subsidiary or division of another entity. For purposes of this Section 7.10, references to the “Company” shall mean the employer of Executive.

To constitute “Good Reason”, Executive must provide the Company with written notice of the existence of one or more conditions described in clauses (a) through (f) above within 45 days following Executive’s knowledge of its existence, and the Company shall have 30 days in which to correct or remedy such condition, or such event shall not constitute Good Reason.

7.11      “ Release ” has the meaning set forth in Section 4.3.

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7.12      “ Specified Qualifying Termination ” means a Termination Event as to which the applicable Change of Control is solely an event described in Section 7.5(d).

7.13      “ Target Bonus ” means that amount (expressed as a percentage of Executive’s Base Salary) equal to Executive’s “target bonus” as defined under the Company’s Performance-Based Compensation Plan for Covered Employees (or the comparable term or standard under the Company’s cash incentive plan in effect at the time of Executive’s Termination Event if the Performance-Based Compensation Plan for Covered Employees is no longer in effect at such time) as set for Executive by the Compensation Committee of the Board of Directors or other authorized body covering the twelve-month period ending at the end of the performance period during which Executive’s Termination Event occurs.

7.14      “ Termination Event ” means an involuntary termination of employment described in the second sentence of Section 2.1(a) or a voluntary termination of employment described in the second sentence of Section 2.2(a).

ARTICLE VIII.

GENERAL PROVISIONS

8.1      Notices . Any notices provided hereunder must be in writing and such notices or any other written communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by telex or facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed in the Company’s payroll records. Any payments made by the Company to Executive under the terms of this Agreement shall be delivered to Executive either in person or at such address as listed in the Company’s payroll records.

8.2      Severability . It is the intent of the parties to this Agreement that whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.3      Waiver . If either party should waive any breach of any provisions of this Agreement, that party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.4      Complete Agreement . This Agreement, including Exhibit A, constitutes the entire agreement between Executive and the Company and it is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter and it supersedes and replaces any prior change in control severance agreement. It is entered into without reliance on any promise or representation other than those expressly contained herein.

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8.5      Counterparts . This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.6      Headings . The headings of the Articles and Sections hereof are inserted for convenience only and shall neither be deemed to constitute a part hereof nor to affect the meaning thereof.

8.7      Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not delegate any of Executive’s duties hereunder and may not assign any of Executive’s rights hereunder without the written consent of the Company, which consent shall not be withheld unreasonably. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets, whether or not such successor executes and delivers an assumption agreement referred to in the preceding sentence or becomes bound by the terms of this Agreement by operation of law or otherwise.

8.8      Attorney Fees . If either party hereto brings any action to enforce such party’s rights hereunder, the prevailing party in any such action shall be entitled to recover such party’s reasonable attorneys’ fees and costs incurred in connection with such action.

8.9      Arbitration . Subject to Section 4.2(e), in order to ensure rapid and economical resolution of any dispute which may arise under this Agreement, Executive and the Company agree that any and all disputes or controversies, arising from or regarding the interpretation, performance, enforcement or termination of this Agreement shall submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days after the date of submission to mediation, any remaining issues will be submitted to JAMS to be resolved by final and binding arbitration under the JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT, THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

8.10      Choice of Law . All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of California.

8.11      Construction of Agreement . In the event of a conflict between the text of the Agreement and any summary, description or other information regarding the Agreement, the text of the Agreement shall control.

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IN WITNESS WHEREOF , the parties have executed this Agreement effective on the day and year written above.

	Agilent Technologies, Inc.,			EXECUTIVE
	a Delaware corporation
	By:			By:
		Signature			Signature
	Name:	Dominique Grau		Name:	William Sullivan
	Title:	SVP, Human Resources		Title:	Chief Executive Officer

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Exhibit A

GENERAL RELEASE AND AGREEMENT

This General Release and Agreement (the “Agreement”) is made and entered into by                                                 (“Executive”). The Agreement is part of an agreement between Executive and Agilent Technologies, Inc. (“Agilent”) to terminate Executive’s employment with Agilent on terms that are satisfactory both to Agilent and to Executive. Therefore, Executive agrees as follows:

1.	Executive agrees to attend a Functional Exit Interview on                  , 20   at which time all company property and identification will be turned in and the appropriate personnel documents will be executed. Executive agrees to remove all personal effects from Executive’s current office within seven days of signing this agreement and in any event not later than                  , 20  .

2.

Executive, on behalf of Executive’s heirs, estate, executors, administrators, successors and assigns does fully release, discharge, and agree to hold harmless Agilent, its officers, agents, employees, attorneys, subsidiaries, affiliated companies, successors and assigns from all actions, causes of action, claims, judgments, obligations, damages, liabilities, costs, or expense of whatsoever kind and character which he may have, relating to, arising out of, or connected with any other matter or event occurring prior to the execution of this Agreement whether or not brought before any judicial, administrative, or other tribunal, including but not limited to :

a.

any claims relating to employment discrimination on account of race, sex, age, national origin, creed, disability, or other basis, whether or not arising under the Federal Civil Rights Acts, the Age Discrimination in Employment Act, California Fair Employment and Housing Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, any amendments to the foregoing laws, or any other federal, state, county, municipal, or other law, statute, regulation or order relating to employment discrimination;

b.	any claims relating to pay or leave of absence arising under the Fair Labor Standards Act, the Family Medical Leave Act, and any similar laws enacted in California;

c.	any claims for reemployment, salary, wages, bonuses, vacation pay, stock options, or other equity-based compensation, acquired rights, appreciation from stock options, or other equity-based compensation, benefits or other compensation of any kind; and

d.

any claims relating to, arising out of, or connected with Executive’s employment with Agilent, whether or not the same be based upon any alleged violation of public policy; compliance (or lack thereof) with any internal Agilent policy, procedure, practice or guideline; or any oral, written, express, and/or implied employment contract or agreement, or the breach of any terms thereof, including but not limited to, any implied covenant of good faith and fair dealing; or any

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federal, state, county or municipal law, statute, regulation, or order whether or not relating to labor or employment.

The foregoing release shall not apply to (i) Executive’s rights under the Change of Control Severance Agreement between Executive and the Company (the “Change of Control Agreement”); (ii) Executive’s rights under any employee benefit plan sponsored by the Company; (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such indemnification between Executive and the Company or under any merger or acquisition agreement addressing such subject matter; (iv) Executive’s rights of insurance under any liability policy covering the Company’s officers or (v) claims which Executive may not release as a matter of law, including, but not limited to, indemnification claims under applicable law.

3.

Executive represents and warrants that Executive has not assigned any claim or authorized any other person or entity to assert any claim on Executive’s behalf. Further, Executive agrees that under this Agreement Executive waives any claim for damages incurred at any time in the future because of alleged continuing effects of past wrongful conduct involving any such claims and any right to sue for injunctive relief against the alleged continuing effects of past wrongful conduct involving such claims.

4.	In entering into this Agreement, the parties have intended that this Agreement be a full and final settlement of all matters, whether or not presently disputed, that could have arisen between them.

5.	Executive understands and expressly agrees that this Agreement extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past or present and all rights under Section 1542 of the California Civil Code and/or any similar statute or law or any other jurisdiction are hereby expressly waived. Such section reads as follows:

“Section 1542. A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

6.	It is expressly agreed that the claims released pursuant to this Agreement include all claims against individual employees of Agilent and its affiliates, whether or not such employees were acting within the course and scope of their employment.

7.

Executive agrees that the terms, amount and fact of settlement shall be confidential unless Agilent needs to make any required disclosure of any agreements between Agilent and Executive. Therefore, except as may be necessary to enforce the rights contained herein in an appropriate legal proceeding or as may be necessary to receive professional services from, an attorney, accountant, or other professional adviser in order for such adviser to render professional services, Executive agrees not to disclose any information concerning

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this Agreement or the Change of Control Agreement to anyone, including, but not limited to, past, present and future employees of Agilent, until such time of the public filings.

9.	At Agilent’s request, Executive shall cooperate fully in connection with any legal matter, proceeding or action relating to Agilent.

10.

The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties hereto.

11.

It is further expressly agreed and understood that Executive has not relied upon any advice from Agilent and/or its attorneys whatsoever as to the taxability, whether pursuant to federal, state, or local income tax statutes or regulations or otherwise, of the payments made under the Change of Control Agreement and that Executive will be solely liable for all tax obligations, if any, arising from payment of the sums specified in the Change of Control Agreement and shall hold Agilent harmless from any tax obligations arising from said payment.

12.

If there is any dispute arising out of or related to this Agreement, which cannot be settled by good faith negotiation between the parties, such dispute will be submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days of submission to mediation, any remaining issues will be submitted to JAMS for final and binding arbitration pursuant to JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

13.	The following notice is provided in accordance with the provisions of Federal Law:

You have up to twenty-one days (21) days from the date this General Release and Agreement is given to you in which to accept its terms, although you may accept it any time within those twenty-one days. You are advised to consult with an attorney regarding this Agreement. You have the right to revoke your acceptance of this Agreement at any time within seven (7) days from the date you sign it, and this Agreement will not become effective and enforceable until this seven (7) day revocation period has expired. To revoke your acceptance, a written notice of revocation must be received by Agilent, addressed to Agilent Technologies, Inc., Attention: Senior Vice President and General Counsel located at 5301 Stevens Creek Boulevard, MS 1A-11, Santa Clara, CA 95051 on or before the seventh day after you sign this Agreement.

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EXECUTIVE FURTHER STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ATTORNEY OF EXECUTIVE’S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, THAT EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES, THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO EXECUTIVE TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE OR IN THAT CHANGE OF CONTROL SEVERANCE AGREEMENT BETWEEN AGILENT AND EXECUTIVE, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT VOLUNTARILY.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals on the date indicated below, and shall become effective as indicated above.

EXECUTIVE
By:
Name:
Date:

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Exhibit 10.37

2014

FORM OF TIER II CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the “Agreement”) is entered into this          day of                , 20   (the “Effective Date”) between                                 (“Executive”) and Agilent Technologies, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

RECITALS

A.     As is the case with most, if not all, publicly-traded businesses, it is expected that the Company from time to time may consider or may be presented with the need to consider the possibility of an acquisition by another company or other change in control of the ownership of the Company. The Board of Directors of the Company (the “Board”) recognizes that such considerations can be a distraction to Executive and can cause the Executive to consider alternative employment opportunities or to be influenced by the impact of a possible change in control of the ownership of the Company on Executive’s personal circumstances in evaluating such possibilities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.

B.     The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue his or her employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

C.     The Board believes that it is important to provide Executive with certain benefits upon Executive’s termination of employment in certain instances in connection with a Change of Control that provide Executive with enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

D.     At the same time, the Board expects the Company to receive certain benefits in exchange for providing Executive with this measure of financial security and incentive under the Agreement. Therefore, the Board believes that Executive should provide various specific commitments which are intended to assure the Company that Executive will not direct Executive’s skills, experience and knowledge to the detriment of the Company during the periods specified herein.

E.     Capitalized terms used in this Agreement and not otherwise defined herein are defined in Article VII.

The Company and Executive hereby agree as follows:

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ARTICLE I.

EMPLOYMENT BY THE COMPANY

1.1      Executive is currently employed as                 of the Company and has been named a Section 16 officer or other senior vice president of the Company.

1.2      Executive shall be entitled to the rights and benefits of this Agreement in accordance with the terms of this Agreement and this Agreement may not be terminated, except as otherwise provided in Section 4.5, if Executive is a Section 16 officer or other senior vice president of the Company as of immediately prior to a Change of Control, or, if earlier, immediately prior to a termination of Executive’s employment that results in an Anticipatory Termination (such time, the “Section 1.2 Time”).

1.3      The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee and that either Executive or the Company has the right at any time to terminate or to change Executive’s employment with the Company, or to determine that Executive is no longer a Section 16 officer or other senior vice president of the Company regardless of the continued employment of Executive with or without cause or advance notice, for any reason or for no reason. The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II of this Agreement.

1.4      The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 4.2, and Executive’s execution of the Release described in Section 4.3. The Company and Executive agree that Executive’s compliance with the obligations described in Section 4.2 and Executive’s execution and non-revocation of the Release described in Section 4.3 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article IV, and would not have entered into this Agreement in the absence of such commitments.

ARTICLE II.

TERMINATION EVENTS

2.1      Involuntary Termination Upon or Following Change of Control .

(a)      The Company may involuntarily terminate Executive’s employment with the Company and its subsidiaries at any time. In the event Executive’s employment with the Company and its subsidiaries is involuntarily terminated by the Company without Cause either (i) at the time of or within twenty-four (24) months following the occurrence of a Change of Control, (ii) within three (3) months prior to a Change of Control, whether or not such termination is at the request of an “Acquiror”, or (iii) at any time prior to a Change of Control, if such termination is at the request of an Acquiror, then, upon the later of Executive’s termination

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date and such Change of Control, such termination of employment will be a Termination Event and the Company shall pay Executive the compensation and benefits described in and at the times provided under Article III. For all purposes of this Agreement, the term “Acquiror” is a third party that has taken steps reasonably calculated to effect a Change of Control.

(b)      In the event Executive’s employment with the Company and its subsidiaries is either involuntarily terminated by the Company with Cause at any time, or is involuntarily terminated by the Company without Cause at any time other than under the circumstances described in Section 2.1(a), then such termination of employment will not be a Termination Event, Executive will not be entitled to receive any payments or benefits under the provisions of this Agreement, and the Company will cease paying compensation and providing benefits to Executive as of Executive’s termination date.

2.2      Voluntary Termination Upon or Following Change of Control; Death; Disability .

(a)      Executive may voluntarily terminate Executive’s employment with the Company and its subsidiaries at any time. In the event Executive voluntarily terminates Executive’s employment within three (3) months following the occurrence of an event constituting Good Reason and on account of an event constituting Good Reason, which event occurs either (i) at the time of or within twenty-four (24) months following the occurrence of a Change of Control, (ii) within three (3) months prior to a Change of Control, whether or not such termination is at the request of an Acquiror, or (iii) at any time prior to a Change of Control, if such triggering event or Executive’s termination is at the request of an Acquiror, then, upon the later of Executive’s termination date and such Change of Control, such termination of employment will be a Termination Event and the Company shall pay Executive the compensation and benefits described in and at the times provided under Article III.

(b)      In the event (i) Executive voluntarily terminates Executive’s employment for any reason other than on account of an event constituting Good Reason under the circumstances described in Section 2.2(a), or (ii) Executive’s employment terminates on account of either death or Disability, then such termination of employment will not be a Termination Event, Executive will not be entitled to receive any payments or benefits under the provisions of this Agreement, and the Company will cease paying compensation and providing benefits to Executive as of Executive’s termination date.

ARTICLE III.

TERMINATION COMPENSATION AND BENEFITS PAYABLE

3.1      Right to Benefits . If a Termination Event occurs, Executive shall be entitled to receive the benefits described in this Agreement so long as Executive complies with the restrictions and limitations set forth in Article IV; provided, further, that (a) Executive must execute the Release, (b) the time period for revocation of the Release must expire without revocation by Executive within sixty-two (62) days immediately following the Termination Event (the “Release Deadline”) and (c) the Release shall remain in effect at the time that the benefits of this Article III are paid. If a Termination Event does not occur, Executive shall not be

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entitled to receive any benefits described in this Agreement, except as otherwise specifically set forth herein.

3.2      Severance . Upon the occurrence of a Termination Event, Executive shall receive two times the sum of Executive’s Base Salary plus Target Bonus. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline.

3.3      Health Insurance Coverage . Upon the occurrence of a Termination Event, Executive shall be entitled to receive a payment equal to Eighty-Thousand U.S. Dollars ($80,000) (the “Health Expense Benefit”). The purpose of the Health Expense Benefit is to assist Executive with healthcare expenses, including additional health plan premium payments that may result from the occurrence of a Termination Event. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline.

This Section 3.3 provides only for the Company’s payment of the Health Expense Benefit. This Section 3.3 does not affect the rights of Executive or Executive’s covered dependents under any applicable law with respect to health insurance continuation coverage.

3.4      Stock Award Acceleration . (a) Executive’s stock options which are outstanding and not vested as of the date of the Termination Event (the “Stock Options”) shall become fully vested and exercisable as of the Release Deadline so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Options were granted. The term “Stock Options” shall not include any rights of Executive under the Company’s employee stock purchase plan.

Effective as of the Release Deadline, Executive’s restricted stock awards (“Restricted Stock”) and restricted stock unit awards (“RSUs”) that are outstanding as of the date of the Termination Event and that are not subject to performance-based vesting shall become fully vested to the extent not previously vested and, in the case of Restricted Stock, free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employment so long as Executive complies with the restrictions and limitations set forth in Article IV. All shares of Restricted Stock or shares underlying RSUs which have not yet been delivered to Executive or Executive’s designee (whether because subject to joint escrow instructions or otherwise) shall be delivered to Executive or Executive’s designee as soon as administratively feasible after the occurrence of the Release Deadline (except that if an award of RSUs constitutes deferred compensation within the meaning of, and subject to, Section 409A of the Code, then the underlying shares shall be delivered at the time or times specified in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Section 409A of the Code).

Except to the extent otherwise provided in Section 3.4(b), the treatment of Executive’s other awards, if any, outstanding under the 2009 Stock Plan of the Company, or any successor plan thereto (together the “Stock Plan”), at the time of the Termination Event, including without

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limitation shares of Restricted Stock and RSUs that are subject to performance-based vesting, performance share awards and performance awards which may be settled in cash, shall be governed by the respective award agreement.

(b)    Upon a Specified Qualifying Termination and only in the event that the consequences of a Change in Control described in Section 7.5(d) to an award under the Agilent Technologies, Inc. Long-Term Performance Program or a successor plan or program (the “LTPP”) are not specifically addressed by the LTPP or award agreement thereunder, in addition to the payments and benefit set forth in Section 3.4(a), Executive shall, in full satisfaction of his or her LTPP Awards (as defined below) and subject to the terms and conditions of this Agreement, be entitled to accelerated vesting of all full value equity-based awards to the extent deemed earned as determined below that (i) were granted under the LTPP, (ii) were outstanding immediately prior to the Change of Control and (iii) remain outstanding and unvested immediately prior to the Specified Qualifying Termination (the “ LTPP Awards ”) and, for this purpose, each applicable LTPP Award shall be deemed earned based on the greater of (A) the actual level of achievement of the applicable performance goals, measured by ending the applicable performance period on the date of the Specified Qualifying Termination, and (B) the target level of achievement of the applicable performance goals; provided , that if the Specified Qualifying Termination occurs during the first twelve (12) months of the performance period with respect to an LTPP Award, then the portion of such LTPP Award that shall become vested shall be equal to the product of (1) the full amount of the earned award determined pursuant to this Section 3.4(b) and (2) a fraction, the numerator of which is the number of days from the beginning of the performance period through the date of the Specified Qualifying Termination and the denominator of which is the number of days in such twelve (12) month period.

The LTPP Awards shall be settled at the end of the applicable performance period or termination date of the LTPP (except that, if such LTPP Awards constitute deferred compensation within the meaning of, and subject to, Section 409A of the Code, then they shall be settled at the time or times specified in the applicable award agreement if different from the dates specified herein).

(c)    Notwithstanding the above, if (i) Executive held unvested Stock Options, Restricted Stock, RSUs and LTPP Awards issued under the Stock Plan at the time of a Termination Event which is an Anticipatory Termination, (ii) such awards are forfeited or expire at or following such Anticipatory Termination, and before the applicable Change of Control, and (iii) such awards would have become vested on Executive’s date of termination on account of such Termination Event had it not been an Anticipatory Termination (such forfeited awards, the “Forfeited Equity”), then Executive shall receive a lump sum amount equal to the value of the Forfeited Equity no later than seven (7) business days after the Release Deadline. For purposes of the preceding sentence, the value of the Forfeited Equity shall equal (i) in the case of RSUs and Restricted Stock, the fair market value, as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, (ii) in the case of a Stock Option, the fair market value, as determined under the Stock Plan, of the shares as to which the Stock Option would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, less the exercise price of such Stock Option (but in no event less than zero) and (iii) in the case of LTTP Awards, the fair market

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value as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested and deemed earned had such Termination Event not been an Anticipatory Termination determined as of the Change of Control.

3.5      Bonus . If a Termination Event occurs, Executive shall receive a pro-rated bonus for the fiscal year in which the Termination Event occurs in respect of any bonus plan applicable to Executive at the time of the Termination Event. The amount of the pro-rated bonus shall be equal to (i) the greater of (A) the accrued amount of Executive’s bonus under the bonus plan for such fiscal year (i.e., the amount accrued as the expected liability for the bonus by the Company’s corporate finance department) as of the date of the Termination Event and (B) the product of (1) the Eligible Employee’s Target Bonus under the bonus plan for such fiscal year, and (2) a fraction in which (x) the numerator is the number of days from and including the first day of such fiscal year until and including the date of the Termination Event, and (y) the denominator is 365, less (ii) the amount of any bonus actually paid to Executive prior to the date of the Termination Event under the applicable bonus plan in respect of such fiscal year. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline. Executive’s rights to the payment provided in this Section 3.5 shall not be terminated by the application of Section 4.2 of this Agreement. This Section 3.5 shall not apply to awards issued pursuant to the Stock Plan.

3.6      Mitigation . Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by retirement benefits after the date of the Termination Event, or otherwise,

3.7      Compliance with Section 409A . In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement (“Agreement Payment”) would constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (A) the day following the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company or (B) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A. or Bank of America, on the date of such separation from service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or

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in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum, including all accrued interest.

Termination of employment (and corollary terms) for purposes of this Agreement shall mean a separation from service within the meaning of Treasury Regulation § 1.409A-1(h). Executive shall not be deemed to have separated from service if Executive continues to provide services to the Company at an annual rate that is fifty percent or more of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period); provided, however, that a separation from service will be deemed to have occurred if Executive’s service with the Company is reduced to an annual rate that is less than twenty percent of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period). For purposes of this Section 3.7 only and for determining whether Executive has experienced a separation from service, the “Company” shall mean the Company and its affiliates that are treated as a single employer under section 414(b) or (c) of the Code.

ARTICLE IV.

LIMITATIONS AND CONDITIONS ON BENEFITS; AMENDMENT OF AGREEMENT

4.1      Reduction in Payments and Benefits; Withholding Taxes . The benefits provided under this Agreement are in lieu of any benefit provided under any other severance plan, program or arrangement of the Company in effect at the time of a Termination Event provided , however that if Executive is entitled to notice, severance, or other termination benefits including, without limitation, under any employment contract, severance plan or requirement imposed by law, such Executive shall be entitled to receive only the benefits under this Agreement or such other severance benefits, whichever is greater in value (as determined by the Board or its designee), but not both. Any payment under this Agreement is intended to be greater than, inclusive of, and made in satisfaction of any such notice, severance, or other termination benefits, including benefits under any employment contact, severance plan or requirement imposed by law. However, to the extent any other notice, severance, or other termination benefits are paid to Executive separately, such payments will be credited against any benefits paid under this Agreement and reduce any benefits paid under this Agreement in a manner which, as much as reasonably practicable (as determined by the Board or its designee) does not result in the imposition of tax penalties on Executive pursuant to Section 409A of the Code. The Company shall withhold appropriate federal, state or local income, employment and other applicable taxes or other deductions required under applicable law from any payments hereunder.

4.2      Obligations of Executive .

(a)      For two years following the Termination Event, Executive agrees not to personally solicit any of the employees either of the Company or of any entity in which the Company directly or indirectly possesses the ability to determine the voting of 50% or more of the voting securities of such entity (including two-party joint ventures in which each party possesses 50% of the total voting power of the entity) to become employed elsewhere or provide

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the names of such employees to any other company which Executive has reason to believe will solicit such employees.

(b)      Following the occurrence of a Termination Event, Executive agrees to continue to satisfy Executive’s obligations under the terms of the Company’s standard form of Proprietary Information and Non-Disclosure Agreement previously executed by Executive (or any comparable agreement subsequently executed by Executive in substitution or supplement thereto). Executive’s obligations under this Section 4.2(b) shall survive the termination of this Agreement.

(c)      It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 4 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void, but shall be deemed amended to apply as to such maximum time or territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(d)      Following a Termination Event, Executive agrees not to make any public statement or statements to the press concerning the Company, its business objectives, its management practices, or other sensitive information without first receiving the Company’s written approval. Executive further agrees to take no action which would cause the Company or its employees or agents any embarrassment or humiliation or otherwise cause or contribute to the Company’s or any such person’s being held in disrepute by the general public or the Company’s employees, clients, or customers.

(e)      Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 4.2(a) or Section 4.2(b) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall, with respect to a breach or threatened breach of Section 4.2(a) or Section 4.2(b) only, obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.

4.3      Employee Release Prior to Receipt of Benefits . Prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Release shall be modified as necessary to conform to local law requirements. Executive shall have twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, and Executive may revoke the Release within seven (7) days after its execution. In the event that Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, Executive

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may execute the form of Release attached hereto as Exhibit A (which shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). In the event Executive does not execute the Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the Release once it is executed and not timely revoked.

4.4      Parachute Payments . In the event that the any payments or benefits received or to be received by Executive pursuant to this Agreement or otherwise (a) constitute “parachute payments” within the meaning of Section 280G of the Code, as determined by the accounting firm that audited the Company prior to the Change of Control or another nationally known accounting or employee benefits consulting firm selected by the Company prior to such Change of Control (the “Accounting Firm”) and (b) but for this Section 4.4, would, in the judgment of the Accounting Firm, be subject to the excise tax imposed by Section 4999 of the Code by reason of Section 280G of the Code, then Executive’s benefits under this Agreement shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such payments or benefits being subject to the excise tax under Section 4999 of the Code, as determined by the Accounting Firm, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits under this Agreement, as determined by the Accounting Firm, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event that a lesser amount is paid under clause (b)(ii) above, then the elements of Executive’s payments hereunder shall be reduced in such order (A) as the Company determines, in its sole discretion, has the least economic detriment to Executive and (B) which does not result in the imposition of any tax penalties under Section 409A on Executive. To the extent the economic impact of reducing payments from one or more elements is equivalent and subject to clause (B) of the preceding sentence, the reduction may be made pro rata by the Company in its sole discretion.

4.5      Amendment or Termination of this Agreement . The Company may make amendments to this Agreement without the consent of Executive which are non-material and which are not adverse to Executive to the extent necessary or advisable to comply with laws. Any other changes to or, termination of, this Agreement may be made only upon the mutual written consent of the Company and Executive; provided, however, that only prior to the Section 1.2 Time, the Company may unilaterally terminate this Agreement following eighteen (18) months’ prior written notice to Executive. If the Company makes any changes to this Agreement without the consent of Executive pursuant to the first sentence of this Section 4.5 it shall provide prompt written notice and a copy of such change to Executive.

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ARTICLE V.

OTHER RIGHTS AND BENEFITS NOT AFFECTED

5.1      Nonexclusivity . Nothing in the Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which Executive may otherwise qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any stock option or other agreements with the Company; provided, however, that subject to Section 4.1, any benefits provided hereunder shall be in lieu of any other severance benefits to which Executive may otherwise be entitled, including without limitation, under any employment contract or severance plan. Except as otherwise expressly provided herein, amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the date of a Termination Event shall be payable in accordance with such plan, policy, practice or program.

5.2      Employment Status . This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee, or impose on the Company or any affiliate any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee, or (iii) to change the Company’s or affiliate’s policies regarding termination or alteration of employment.

ARTICLE VI.

NON-ALIENATION OF BENEFITS

No benefit hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

ARTICLE VII.

DEFINITIONS

For purposes of the Agreement, the following terms shall have the meanings set forth below:

7.1      “ Agreement ” means this Change of Control Severance Agreement.

7.2      “ Anticipatory Termination ” means a Termination Event described in (a) Section 2.1(a)(ii), (b) Section 2.1(a)(iii), (c) Section 2.2(a)(ii), or (d) Section 2.2(a)(iii).

7.3      “ Base Salary ” means Executive’s annual base salary (excluding, without limitation, bonus, any other incentive or other payments, stock option exercises, and equity compensation vesting or share delivery) from the Company at the time of the occurrence of the Change of Control or Executive’s termination of employment, whichever is greater.

7.4      “ Cause ” means (a) conviction of any felony or any crime involving moral turpitude or dishonesty which has a material adverse effect on the Company’s business or

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reputation; (b) repeated unexplained or unjustified absences from the Company; (c) refusal or willful failure to act in accordance with any specific lawful direction or order of the Company or stated written policy of the Company which has a material adverse effect on the Company’s business or reputation; (d) a material and willful violation of any applicable law which if made public would materially injure the business or reputation of the Company as reasonably determined by the Board; (e) participation in a fraud or act of dishonesty against the Company which has a material adverse effect on the Company’s business or reputation; (f) conduct by Executive which the Board determines demonstrates gross unfitness to serve; or (g) intentional, material violation by Executive of any contract between Executive and the Company or any statutory duty of Executive to the Company that is not corrected within thirty (30) days after written notice to Executive thereof. Whether or not the actions or omissions of Executive constitute “Cause” within the meaning of this Section 7.4 shall be decided by the Board based upon a reasonable good faith investigation and determination. Disability of Executive shall not constitute “Cause.” For purposes of this Section 7.4, references to the “Company” shall also mean, in addition to the Company, any affiliate of the Company that is the employer of Executive.

7.5      “ Change of Control ” means the occurrence of any of the following events:

(a)      The sale, exchange, lease or other disposition or transfer of all or substantially all of the consolidated assets of the Company to a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) which will continue the business of the Company in the future; or

(b)      A merger or consolidation involving the Company in which the shareholders of the Company immediately prior to such merger or consolidation are not the beneficial owners (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of more than 75% of the total voting power of the outstanding voting securities of the corporation resulting from such transaction in substantially the same proportion as their ownership of the total voting power of the outstanding voting securities of the Company immediately prior to such merger or consolidation; or

(c)      The acquisition of beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of at least 25% of the total voting power of the outstanding voting securities of the Company by a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act); or

(d)      Individuals who, as of Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) other than the Board.

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7.6      “ Code ” means Internal Revenue Code of 1986, as amended .

7.7      “ Company ” means Agilent Technologies, Inc., a Delaware corporation, and any successor thereto.

7.8      “Disability” means the inability of Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

7.9      “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

7.10      “ Good Reason ” means (a) a more than $10,000 reduction of Executive’s rate of compensation as in effect immediately prior to the Effective Date or in effect immediately prior to the occurrence of a Change of Control, whichever is greater, other than reductions in Base Salary that apply broadly to employees of the Company or reductions due to varying metrics and achievement of performance goals for different periods under variable pay programs; (b) either (i) failure to provide a package of benefits which, taken as a whole, provides substantially similar benefits to those in which Executive is entitled to participate in the day prior to the occurrence of the Change of Control (except that employee contributions may be raised to the extent of any cost increases imposed by third parties) or (ii) any action by the Company which would significantly and adversely affect Executive’s participation or reduce Executive’s benefits under any of such plans in existence the day prior to the Change of Control, other than changes that apply broadly to employees of the Company; (c) change in Executive’s duties, responsibilities, authority, job title, or reporting relationships resulting in a significant diminution of position, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by the Company within thirty (30) days after notice thereof is given by Executive; (d) Executive is required to relocate to a worksite that is more than 35 miles from his prior worksite and which increases the distance between such Executive’s home and principal office by more than 35 miles, unless Executive accepts such relocation opportunity; (e) failure or refusal of a successor to the Company to assume the Company’s obligations under this Agreement, as provided in Section 8.7; or (f) material breach by the Company or any successor to the Company of any of the material provisions of this Agreement. For purposes of clause (c) of the immediately preceding sentence, Executive’s duties, responsibilities, authority, job title or reporting relationships shall not be considered to be significantly diminished (and therefore shall not constitute “Good Reason”) so long as Executive continues to perform substantially the same functional role for the Company as Executive performed immediately prior to the occurrence of the Change of Control, even if the Company becomes a subsidiary or division of another entity. For purposes of this Section 7.10, references to the “Company” shall mean the employer of Executive.

To constitute “Good Reason”, Executive must provide the Company with written notice of the existence of one or more conditions described in clauses (a) through (f) above within 45 days following Executive’s knowledge of its existence, and the Company shall have 30 days in which to correct or remedy such condition, or such event shall not constitute Good Reason.

7.11      “ Release ” has the meaning set forth in Section 4.3.

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7.12      “ Specified Qualifying Termination ” means a Termination Event as to which the applicable Change of Control is solely an event described in Section 7.5(d).

7.13      “ Target Bonus ” means that amount (expressed as a percentage of Executive’s Base Salary) equal to Executive’s “target bonus” as defined under the Company’s Performance-Based Compensation Plan for Covered Employees (or the comparable term or standard under the Company’s cash incentive plan in effect at the time of Executive’s Termination Event if the Performance-Based Compensation Plan for Covered Employees is no longer in effect at such time) as set for Executive by the Compensation Committee of the Board of Directors or other authorized body covering the twelve-month period ending at the end of the performance period during which Executive’s Termination Event occurs.

7.14      “ Termination Event ” means an involuntary termination of employment described in the second sentence of Section 2.1(a) or a voluntary termination of employment described in the second sentence of Section 2.2(a).

ARTICLE VIII.

GENERAL PROVISIONS

8.1      Notices . Any notices provided hereunder must be in writing and such notices or any other written communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by telex or facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed in the Company’s payroll records. Any payments made by the Company to Executive under the terms of this Agreement shall be delivered to Executive either in person or at such address as listed in the Company’s payroll records.

8.2      Severability . It is the intent of the parties to this Agreement that whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.3      Waiver . If either party should waive any breach of any provisions of this Agreement, that party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.4      Complete Agreement . This Agreement, including Exhibit A, constitutes the entire agreement between Executive and the Company and it is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter and it supersedes and replaces any prior change in control severance agreement. It is entered into without reliance on any promise or representation other than those expressly contained herein.

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8.5      Counterparts . This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.6      Headings . The headings of the Articles and Sections hereof are inserted for convenience only and shall neither be deemed to constitute a part hereof nor to affect the meaning thereof.

8.7      Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not delegate any of Executive’s duties hereunder and may not assign any of Executive’s rights hereunder without the written consent of the Company, which consent shall not be withheld unreasonably. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets, whether or not such successor executes and delivers an assumption agreement referred to in the preceding sentence or becomes bound by the terms of this Agreement by operation of law or otherwise.

8.8      Attorney Fees . If either party hereto brings any action to enforce such party’s rights hereunder, the prevailing party in any such action shall be entitled to recover such party’s reasonable attorneys’ fees and costs incurred in connection with such action.

8.9      Arbitration . Subject to Section 4.2(e), in order to ensure rapid and economical resolution of any dispute which may arise under this Agreement, Executive and the Company agree that any and all disputes or controversies, arising from or regarding the interpretation, performance, enforcement or termination of this Agreement shall submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days after the date of submission to mediation, any remaining issues will be submitted to JAMS to be resolved by final and binding arbitration under the JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT, THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

8.10      Choice of Law . All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of California.

8.11      Construction of Agreement . In the event of a conflict between the text of the Agreement and any summary, description or other information regarding the Agreement, the text of the Agreement shall control.

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IN WITNESS WHEREOF , the parties have executed this Agreement effective on the day and year written above.

	Agilent Technologies, Inc.,			EXECUTIVE
	a Delaware corporation
	By:			By:
					Signature
	Name:			Name:
	Title:			Title:

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Exhibit A

GENERAL RELEASE AND AGREEMENT

This General Release and Agreement (the “Agreement”) is made and entered into by                                                 (“Executive”). The Agreement is part of an agreement between Executive and Agilent Technologies, Inc. (“Agilent”) to terminate Executive’s employment with Agilent on terms that are satisfactory both to Agilent and to Executive. Therefore, Executive agrees as follows:

1.	Executive agrees to attend a Functional Exit Interview on                  , 20   at which time all company property and identification will be turned in and the appropriate personnel documents will be executed. Executive agrees to remove all personal effects from Executive’s current office within seven days of signing this agreement and in any event not later than                  , 20  .

2.

Executive, on behalf of Executive’s heirs, estate, executors, administrators, successors and assigns does fully release, discharge, and agree to hold harmless Agilent, its officers, agents, employees, attorneys, subsidiaries, affiliated companies, successors and assigns from all actions, causes of action, claims, judgments, obligations, damages, liabilities, costs, or expense of whatsoever kind and character which he may have, relating to, arising out of, or connected with any other matter or event occurring prior to the execution of this Agreement whether or not brought before any judicial, administrative, or other tribunal, including but not limited to :

a.

any claims relating to employment discrimination on account of race, sex, age, national origin, creed, disability, or other basis, whether or not arising under the Federal Civil Rights Acts, the Age Discrimination in Employment Act, California Fair Employment and Housing Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, any amendments to the foregoing laws, or any other federal, state, county, municipal, or other law, statute, regulation or order relating to employment discrimination;

b.	any claims relating to pay or leave of absence arising under the Fair Labor Standards Act, the Family Medical Leave Act, and any similar laws enacted in California;

c.	any claims for reemployment, salary, wages, bonuses, vacation pay, stock options, or other equity-based compensation, acquired rights, appreciation from stock options, or other equity-based compensation, benefits or other compensation of any kind; and

d.	any claims relating to, arising out of, or connected with Executive’s employment with Agilent, whether or not the same be based upon any alleged violation of public policy; compliance (or lack thereof) with any internal Agilent policy, procedure, practice or guideline; or any oral, written, express, and/or implied employment contract or agreement, or the breach of any terms thereof, including

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but not limited to, any implied covenant of good faith and fair dealing; or any federal, state, county or municipal law, statute, regulation, or order whether or not relating to labor or employment.

The foregoing release shall not apply to (i) Executive’s rights under the Change of Control Severance Agreement between Executive and the Company (the “Change of Control Agreement”); (ii) Executive’s rights under any employee benefit plan sponsored by the Company; (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such indemnification between Executive and the Company or under any merger or acquisition agreement addressing such subject matter; (iv) Executive’s rights of insurance under any liability policy covering the Company’s officers or (v) claims which Executive may not release as a matter of law, including, but not limited to, indemnification claims under applicable law.

3.

Executive represents and warrants that Executive has not assigned any claim or authorized any other person or entity to assert any claim on Executive’s behalf. Further, Executive agrees that under this Agreement Executive waives any claim for damages incurred at any time in the future because of alleged continuing effects of past wrongful conduct involving any such claims and any right to sue for injunctive relief against the alleged continuing effects of past wrongful conduct involving such claims.

4.	In entering into this Agreement, the parties have intended that this Agreement be a full and final settlement of all matters, whether or not presently disputed, that could have arisen between them.

5.	Executive understands and expressly agrees that this Agreement extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past or present and all rights under Section 1542 of the California Civil Code and/or any similar statute or law or any other jurisdiction are hereby expressly waived. Such section reads as follows:

“Section 1542. A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

6.	It is expressly agreed that the claims released pursuant to this Agreement include all claims against individual employees of Agilent and its affiliates, whether or not such employees were acting within the course and scope of their employment.

7.

Executive agrees that the terms, amount and fact of settlement shall be confidential unless Agilent needs to make any required disclosure of any agreements between Agilent and Executive. Therefore, except as may be necessary to enforce the rights contained herein in an appropriate legal proceeding or as may be necessary to receive professional services from, an attorney, accountant, or other professional adviser in order for such adviser to

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render professional services, Executive agrees not to disclose any information concerning this Agreement or the Change of Control Agreement to anyone, including, but not limited to, past, present and future employees of Agilent, until such time of the public filings.

9.	At Agilent’s request, Executive shall cooperate fully in connection with any legal matter, proceeding or action relating to Agilent.

10.

The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties hereto.

11.

It is further expressly agreed and understood that Executive has not relied upon any advice from Agilent and/or its attorneys whatsoever as to the taxability, whether pursuant to federal, state, or local income tax statutes or regulations or otherwise, of the payments made under the Change of Control Agreement and that Executive will be solely liable for all tax obligations, if any, arising from payment of the sums specified in the Change of Control Agreement and shall hold Agilent harmless from any tax obligations arising from said payment.

12.

If there is any dispute arising out of or related to this Agreement, which cannot be settled by good faith negotiation between the parties, such dispute will be submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days of submission to mediation, any remaining issues will be submitted to JAMS for final and binding arbitration pursuant to JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

13.	The following notice is provided in accordance with the provisions of Federal Law:

You have up to twenty-one days (21) days from the date this General Release and Agreement is given to you in which to accept its terms, although you may accept it any time within those twenty-one days. You are advised to consult with an attorney regarding this Agreement. You have the right to revoke your acceptance of this Agreement at any time within seven (7) days from the date you sign it, and this Agreement will not become effective and enforceable until this seven (7) day revocation period has expired. To revoke your acceptance, a written notice of revocation must be received by Agilent, addressed to Agilent Technologies, Inc., Attention: Senior Vice President and General Counsel located at 5301 Stevens Creek Boulevard, MS 1A-11, Santa Clara, CA 95051 on or before the seventh day after you sign this Agreement.

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EXECUTIVE FURTHER STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ATTORNEY OF EXECUTIVE’S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, THAT EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES, THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO EXECUTIVE TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE OR IN THAT CHANGE OF CONTROL SEVERANCE AGREEMENT BETWEEN AGILENT AND EXECUTIVE, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT VOLUNTARILY.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals on the date indicated below, and shall become effective as indicated above.

EXECUTIVE
By:
Name:
Date:

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Exhibit 10.39

2014

FORM OF TIER III CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the “Agreement”) is entered into this          day of                , 20   (the “Effective Date”) between                                 (“Executive”) and Agilent Technologies, Inc., a Delaware corporation (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”).

RECITALS

A.     As is the case with most, if not all, publicly-traded businesses, it is expected that the Company from time to time may consider or may be presented with the need to consider the possibility of an acquisition by another company or other change in control of the ownership of the Company. The Board of Directors of the Company (the “Board”) recognizes that such considerations can be a distraction to Executive and can cause the Executive to consider alternative employment opportunities or to be influenced by the impact of a possible change in control of the ownership of the Company on Executive’s personal circumstances in evaluating such possibilities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company.

B.     The Board believes that it is in the best interests of the Company and its shareholders to provide Executive with an incentive to continue his or her employment and to motivate Executive to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

C.     The Board believes that it is important to provide Executive with certain benefits upon Executive’s termination of employment in certain instances in connection with a Change of Control that provide Executive with enhanced financial security and incentive and encouragement to Executive to remain with the Company notwithstanding the possibility of a Change of Control.

D.     At the same time, the Board expects the Company to receive certain benefits in exchange for providing Executive with this measure of financial security and incentive under the Agreement. Therefore, the Board believes that Executive should provide various specific commitments which are intended to assure the Company that Executive will not direct Executive’s skills, experience and knowledge to the detriment of the Company during the periods specified herein.

E.     Capitalized terms used in this Agreement and not otherwise defined herein are defined in Article VII.

The Company and Executive hereby agree as follows:

    

    

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ARTICLE I.

EMPLOYMENT BY THE COMPANY

1.1      Executive is currently employed as an Executive II employee, Executive III level employee or Board appointed officer of the Company.

1.2      Executive shall be entitled to the rights and benefits of this Agreement in accordance with the terms of this Agreement and this Agreement may not be terminated, except as otherwise provided in Section 4.5, if Executive is an Executive II employee, Executive III level employee or Board appointed officer of the Company as of immediately prior to a Change of Control, or, if earlier, immediately prior to a termination of Executive’s employment that results in an Anticipatory Termination (such time, the “Section 1.2 Time”).

1.3      The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee and that either Executive or the Company has the right at any time to terminate or to change Executive’s employment with the Company, or to determine that Executive is no longer an Executive II employee, Executive III level employee or Board appointed officer regardless of the continued employment of Executive with or without cause or advance notice, for any reason or for no reason. The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II of this Agreement.

1.4      The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 4.2, and Executive’s execution of the Release described in Section 4.3. The Company and Executive agree that Executive’s compliance with the obligations described in Section 4.2 and Executive’s execution and non-revocation of the Release described in Section 4.3 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article IV, and would not have entered into this Agreement in the absence of such commitments.

ARTICLE II.

TERMINATION EVENTS

2.1      Involuntary Termination Upon or Following Change of Control .

(a)      The Company may involuntarily terminate Executive’s employment with the Company and its subsidiaries at any time. In the event Executive’s employment with the Company and its subsidiaries is involuntarily terminated by the Company without Cause either (i) at the time of or within twenty-four (24) months following the occurrence of a Change of Control, (ii) within three (3) months prior to a Change of Control, whether or not such termination is at the request of an “Acquiror”, or (iii) at any time prior to a Change of Control, if such termination is at the request of an Acquiror, then, upon the later of Executive’s termination

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date and such Change of Control, such termination of employment will be a Termination Event and the Company shall pay Executive the compensation and benefits described in and at the times provided under Article III. For all purposes of this Agreement, the term “Acquiror” is a third party that has taken steps reasonably calculated to effect a Change of Control.

(b)      In the event Executive’s employment with the Company and its subsidiaries is either involuntarily terminated by the Company with Cause at any time, or is involuntarily terminated by the Company without Cause at any time other than under the circumstances described in Section 2.1(a), then such termination of employment will not be a Termination Event, Executive will not be entitled to receive any payments or benefits under the provisions of this Agreement, and the Company will cease paying compensation and providing benefits to Executive as of Executive’s termination date.

2.2      Voluntary Termination Upon or Following Change of Control; Death; Disability .

(a)      Executive may voluntarily terminate Executive’s employment with the Company and its subsidiaries at any time. In the event Executive voluntarily terminates Executive’s employment within three (3) months following the occurrence of an event constituting Good Reason and on account of an event constituting Good Reason, which event occurs either (i) at the time of or within twenty-four (24) months following the occurrence of a Change of Control, (ii) within three (3) months prior to a Change of Control, whether or not such termination is at the request of an Acquiror, or (iii) at any time prior to a Change of Control, if such triggering event or Executive’s termination is at the request of an Acquiror, then, upon the later of Executive’s termination date and such Change of Control, such termination of employment will be a Termination Event and the Company shall pay Executive the compensation and benefits described in and at the times provided under Article III.

(b)      In the event (i) Executive voluntarily terminates Executive’s employment for any reason other than on account of an event constituting Good Reason under the circumstances described in Section 2.2(a), or (ii) Executive’s employment terminates on account of either death or Disability, then such termination of employment will not be a Termination Event, Executive will not be entitled to receive any payments or benefits under the provisions of this Agreement, and the Company will cease paying compensation and providing benefits to Executive as of Executive’s termination date.

ARTICLE III.

TERMINATION COMPENSATION AND BENEFITS PAYABLE

3.1      Right to Benefits . If a Termination Event occurs, Executive shall be entitled to receive the benefits described in this Agreement so long as Executive complies with the restrictions and limitations set forth in Article IV; provided, further, that (a) Executive must execute the Release, (b) the time period for revocation of the Release must expire without revocation by Executive within sixty-two (62) days immediately following the Termination Event (the “Release Deadline”) and (c) the Release shall remain in effect at the time that the benefits of this Article III are paid. If a Termination Event does not occur, Executive shall not be

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entitled to receive any benefits described in this Agreement, except as otherwise specifically set forth herein.

3.2      Severance . Upon the occurrence of a Termination Event, Executive shall receive one (1) times the sum of Executive’s Base Salary plus Target Bonus. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline.

3.3      Health Insurance Coverage . Upon the occurrence of a Termination Event, Executive shall be entitled to receive a payment equal to Forty-Thousand U.S. Dollars ($40,000) (the “Health Expense Benefit”). The purpose of the Health Expense Benefit is to assist Executive with healthcare expenses, including additional health plan premium payments that may result from the occurrence of a Termination Event. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline.

This Section 3.3 provides only for the Company’s payment of the Health Expense Benefit. This Section 3.3 does not affect the rights of Executive or Executive’s covered dependents under any applicable law with respect to health insurance continuation coverage.

3.4      Stock Award Acceleration . (a) Executive’s stock options which are outstanding and not vested as of the date of the Termination Event (the “Stock Options”) shall become fully vested and exercisable as of the Release Deadline so long as Executive complies with the restrictions and limitations set forth in Article IV. The maximum period of time during which the Stock Options shall remain exercisable, and all other terms and conditions of the Stock Options, shall be as specified in the relevant Stock Option agreements and relevant stock plans under which the Stock Options were granted. The term “Stock Options” shall not include any rights of Executive under the Company’s employee stock purchase plan.

Effective as of the Release Deadline, Executive’s restricted stock awards (“Restricted Stock”) and restricted stock unit awards (“RSUs”) that are outstanding as of the date of the Termination Event and that are not subject to performance-based vesting shall become fully vested to the extent not previously vested and, in the case of Restricted Stock, free from any contractual rights of the Company to repurchase or otherwise reacquire the Restricted Stock as a result of Executive’s termination of employment so long as Executive complies with the restrictions and limitations set forth in Article IV. All shares of Restricted Stock or shares underlying RSUs which have not yet been delivered to Executive or Executive’s designee (whether because subject to joint escrow instructions or otherwise) shall be delivered to Executive or Executive’s designee as soon as administratively feasible after the occurrence of the Release Deadline (except that if an award of RSUs constitutes deferred compensation within the meaning of, and subject to, Section 409A of the Code, then the underlying shares shall be delivered at the time or times specified in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Section 409A of the Code).

Except to the extent otherwise provided in Section 3.4(b), the treatment of Executive’s other awards, if any, outstanding under the 2009 Stock Plan of the Company, or any successor plan thereto (together the “Stock Plan”), at the time of the Termination Event, including without limitation shares of Restricted Stock and RSUs that are subject to performance-based vesting,

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performance share awards and performance awards which may be settled in cash, shall be governed by the respective award agreement.

(b)    Upon a Specified Qualifying Termination and only in the event that the consequences of a Change in Control described in Section 7.5(d) to an award under the Agilent Technologies, Inc. Long-Term Performance Program or a successor plan or program (the “LTPP”) are not specifically addressed by the LTPP or award agreement thereunder, in addition to the payments and benefit set forth in Section 3.4(a), Executive shall, in full satisfaction of his or her LTPP Awards (as defined below) and subject to the terms and conditions of this Agreement, be entitled to accelerated vesting of all full value equity-based awards to the extent deemed earned as determined below that (i) were granted under the LTPP, (ii) were outstanding immediately prior to the Change of Control and (iii) remain outstanding and unvested immediately prior to the Specified Qualifying Termination (the “ LTPP Awards ”) and, for this purpose, each applicable LTPP Award shall be deemed earned based on the greater of (A) the actual level of achievement of the applicable performance goals, measured by ending the applicable performance period on the date of the Specified Qualifying Termination, and (B) the target level of achievement of the applicable performance goals; provided , that if the Specified Qualifying Termination occurs during the first twelve (12) months of the performance period with respect to an LTPP Award, then the portion of such LTPP Award that shall become vested shall be equal to the product of (1) the full amount of the earned award determined pursuant to this Section 3.4(b) and (2) a fraction, the numerator of which is the number of days from the beginning of the performance period through the date of the Specified Qualifying Termination and the denominator of which is the number of days in such twelve (12) month period.

The LTPP Awards shall be settled at the end of the applicable performance period or termination date of the LTPP (except that, if such LTPP Awards constitute deferred compensation within the meaning of, and subject to, Section 409A of the Code, then they shall be settled at the time or times specified in the applicable award agreement if different from the dates specified herein).

(c)    Notwithstanding the above, if (i) Executive held unvested Stock Options, Restricted Stock, RSUs and LTPP Awards issued under the Stock Plan at the time of a Termination Event which is an Anticipatory Termination, (ii) such awards are forfeited or expire at or following such Anticipatory Termination, and before the applicable Change of Control, and (iii) such awards would have become vested on Executive’s date of termination on account of such Termination Event had it not been an Anticipatory Termination (such forfeited awards, the “Forfeited Equity”), then Executive shall receive a lump sum amount equal to the value of the Forfeited Equity no later than seven (7) business days after the Release Deadline. For purposes of the preceding sentence, the value of the Forfeited Equity shall equal (i) in the case of RSUs and Restricted Stock, the fair market value, as determined under the terms of the Stock Plan, of the shares as to which the award would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, (ii) in the case of a Stock Option, the fair market value, as determined under the Stock Plan, of the shares as to which the Stock Option would have become vested had such Termination Event not been an Anticipatory Termination, determined as of the Change of Control, less the exercise price of such Stock Option (but in no event less than zero) and (iii) in the case of LTTP Awards, the fair market value as determined under the terms of the Stock Plan, of the shares as to which the award would

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have become vested and deemed earned had such Termination Event not been an Anticipatory Termination determined as of the Change of Control.

3.5      Bonus . If a Termination Event occurs, Executive shall receive a pro-rated bonus for the fiscal year in which the Termination Event occurs in respect of any bonus plan applicable to Executive at the time of the Termination Event. The amount of the pro-rated bonus shall be equal to (i) the greater of (A) the accrued amount of Executive’s bonus under the bonus plan for such fiscal year (i.e., the amount accrued as the expected liability for the bonus by the Company’s corporate finance department) as of the date of the Termination Event and (B) the product of (1) the Eligible Employee’s Target Bonus under the bonus plan for such fiscal year, and (2) a fraction in which (x) the numerator is the number of days from and including the first day of such fiscal year until and including the date of the Termination Event, and (y) the denominator is 365, less (ii) the amount of any bonus actually paid to Executive prior to the date of the Termination Event under the applicable bonus plan in respect of such fiscal year. Amounts to be paid under this section shall be paid in a lump sum no later than seven (7) business days after the Release Deadline. Executive’s rights to the payment provided in this Section 3.5 shall not be terminated by the application of Section 4.2 of this Agreement. This Section 3.5 shall not apply to awards issued pursuant to the Stock Plan.

3.6      Mitigation . Except as otherwise specifically provided herein, Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by retirement benefits after the date of the Termination Event, or otherwise,

3.7      Compliance with Section 409A . In the event that (i) one or more payments of compensation or benefits received or to be received by Executive pursuant to this Agreement (“Agreement Payment”) would constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of the Code, then such Agreement Payment shall not be made or commence until the earlier of (A) the day following the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) with the Company or (B) such earlier time permitted under Section 409A of the Code and the regulations or other authority promulgated thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive under Section 409A of the Code, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. During any period in which an Agreement Payment to Executive is deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred Agreement Payment at a per annum rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A. or Bank of America, on the date of such separation from service. Upon the expiration of the applicable deferral period, any Agreement Payment which would have otherwise been made during that period (whether in a single sum or

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in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum, including all accrued interest.

Termination of employment (and corollary terms) for purposes of this Agreement shall mean a separation from service within the meaning of Treasury Regulation § 1.409A-1(h). Executive shall not be deemed to have separated from service if Executive continues to provide services to the Company at an annual rate that is fifty percent or more of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period); provided, however, that a separation from service will be deemed to have occurred if Executive’s service with the Company is reduced to an annual rate that is less than twenty percent of the services rendered, on average, during the immediately preceding three full years of employment with the Company (or if employed by the Company less than three years, such lesser period). For purposes of this Section 3.7 only and for determining whether Executive has experienced a separation from service, the “Company” shall mean the Company and its affiliates that are treated as a single employer under section 414(b) or (c) of the Code.

ARTICLE IV.

LIMITATIONS AND CONDITIONS ON BENEFITS; AMENDMENT OF AGREEMENT

4.1      Reduction in Payments and Benefits; Withholding Taxes . The benefits provided under this Agreement are in lieu of any benefit provided under any other severance plan, program or arrangement of the Company in effect at the time of a Termination Event provided , however that if Executive is entitled to notice, severance, or other termination benefits including, without limitation, under any employment contract, severance plan or requirement imposed by law, such Executive shall be entitled to receive only the benefits under this Agreement or such other severance benefits, whichever is greater in value (as determined by the Board or its designee), but not both. Any payment under this Agreement is intended to be greater than, inclusive of, and made in satisfaction of any such notice, severance, or other termination benefits, including benefits under any employment contact, severance plan or requirement imposed by law. However, to the extent any other notice, severance, or other termination benefits are paid to Executive separately, such payments will be credited against any benefits paid under this Agreement and reduce any benefits paid under this Agreement in a manner which, as much as reasonably practicable (as determined by the Board or its designee) does not result in the imposition of tax penalties on Executive pursuant to Section 409A of the Code. The Company shall withhold appropriate federal, state or local income, employment and other applicable taxes or other deductions required under applicable law from any payments hereunder.

4.2      Obligations of Executive .

(a)      For two years following the Termination Event, Executive agrees not to personally solicit any of the employees either of the Company or of any entity in which the Company directly or indirectly possesses the ability to determine the voting of 50% or more of the voting securities of such entity (including two-party joint ventures in which each party possesses 50% of the total voting power of the entity) to become employed elsewhere or provide

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the names of such employees to any other company which Executive has reason to believe will solicit such employees.

(b)      Following the occurrence of a Termination Event, Executive agrees to continue to satisfy Executive’s obligations under the terms of the Company’s standard form of Proprietary Information and Non-Disclosure Agreement previously executed by Executive (or any comparable agreement subsequently executed by Executive in substitution or supplement thereto). Executive’s obligations under this Section 4.2(b) shall survive the termination of this Agreement.

(c)      It is expressly understood and agreed that although Executive and the Company consider the restrictions contained in this Section 4 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Executive, the provisions of this Agreement shall not be rendered void, but shall be deemed amended to apply as to such maximum time or territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

(d)      Following a Termination Event, Executive agrees not to make any public statement or statements to the press concerning the Company, its business objectives, its management practices, or other sensitive information without first receiving the Company’s written approval. Executive further agrees to take no action which would cause the Company or its employees or agents any embarrassment or humiliation or otherwise cause or contribute to the Company’s or any such person’s being held in disrepute by the general public or the Company’s employees, clients, or customers.

(e)      Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 4.2(a) or Section 4.2(b) would be inadequate and, in recognition of this fact, Executive agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall, with respect to a breach or threatened breach of Section 4.2(a) or Section 4.2(b) only, obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.

4.3      Employee Release Prior to Receipt of Benefits . Prior to the receipt of any benefits under this Agreement on account of the occurrence of a Termination Event, Executive shall execute an employee release substantially in the form attached hereto as Exhibit A (“Release”) as shall be determined by the Company provided that if Executive is working outside the United States, the Release shall be modified as necessary to conform to local law requirements. Executive shall have twenty-one (21) days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of Release from the Company to consider whether to execute the Release, and Executive may revoke the Release within seven (7) days after its execution. In the event that Executive has not received a form of Release from the Company by the tenth (10th) day following the Termination Event, Executive

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may execute the form of Release attached hereto as Exhibit A (which shall be deemed received by Executive on the tenth (10th) day following the Termination Event and be deemed acceptable to the Company). In the event Executive does not execute the Release within the twenty-one (21) day period (or such longer period, not to exceed forty-five (45) days, determined by the Company), or if Executive revokes the Release within the seven (7) day period, no benefits shall be payable under this Agreement and this Agreement shall be null and void. Such seven (7) day period in which a Release may be revoked must have expired not later than sixty-two (62) days immediately following the Termination Event without revocation by Executive in order for Executive to receive the benefits described in this Agreement. Nothing in this Agreement shall limit the scope or time of applicability of the Release once it is executed and not timely revoked.

4.4      Parachute Payments . In the event that the any payments or benefits received or to be received by Executive pursuant to this Agreement or otherwise (a) constitute “parachute payments” within the meaning of Section 280G of the Code, as determined by the accounting firm that audited the Company prior to the Change of Control or another nationally known accounting or employee benefits consulting firm selected by the Company prior to such Change of Control (the “Accounting Firm”) and (b) but for this Section 4.4, would, in the judgment of the Accounting Firm, be subject to the excise tax imposed by Section 4999 of the Code by reason of Section 280G of the Code, then Executive’s benefits under this Agreement shall be payable either: (i) in full, or (ii) as to such lesser amount which would result in no portion of such payments or benefits being subject to the excise tax under Section 4999 of the Code, as determined by the Accounting Firm, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits under this Agreement, as determined by the Accounting Firm, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In the event that a lesser amount is paid under clause (b)(ii) above, then the elements of Executive’s payments hereunder shall be reduced in such order (A) as the Company determines, in its sole discretion, has the least economic detriment to Executive and (B) which does not result in the imposition of any tax penalties under Section 409A on Executive. To the extent the economic impact of reducing payments from one or more elements is equivalent and subject to clause (B) of the preceding sentence, the reduction may be made pro rata by the Company in its sole discretion.

4.5      Amendment or Termination of this Agreement . The Company may make amendments to this Agreement without the consent of Executive which are non-material and which are not adverse to Executive to the extent necessary or advisable to comply with laws. Any other changes to or, termination of, this Agreement may be made only upon the mutual written consent of the Company and Executive; provided, however, that only prior to the Section 1.2 Time, the Company may unilaterally terminate this Agreement following eighteen (18) months’ prior written notice to Executive. If the Company makes any changes to this Agreement without the consent of Executive pursuant to the first sentence of this Section 4.5 it shall provide prompt written notice and a copy of such change to Executive.

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ARTICLE V.

OTHER RIGHTS AND BENEFITS NOT AFFECTED

5.1      Nonexclusivity . Nothing in the Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which Executive may otherwise qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any stock option or other agreements with the Company; provided, however, that subject to Section 4.1, any benefits provided hereunder shall be in lieu of any other severance benefits to which Executive may otherwise be entitled, including without limitation, under any employment contract or severance plan. Except as otherwise expressly provided herein, amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the date of a Termination Event shall be payable in accordance with such plan, policy, practice or program.

5.2      Employment Status . This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee, or impose on the Company or any affiliate any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee, or (iii) to change the Company’s or affiliate’s policies regarding termination or alteration of employment.

ARTICLE VI.

NON-ALIENATION OF BENEFITS

No benefit hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

ARTICLE VII.

DEFINITIONS

For purposes of the Agreement, the following terms shall have the meanings set forth below:

7.1      “ Agreement ” means this Change of Control Severance Agreement.

7.2      “ Anticipatory Termination ” means a Termination Event described in (a) Section 2.1(a)(ii), (b) Section 2.1(a)(iii), (c) Section 2.2(a)(ii), or (d) Section 2.2(a)(iii).

7.3      “ Base Salary ” means Executive’s annual base salary (excluding, without limitation, bonus, any other incentive or other payments, stock option exercises, and equity compensation vesting or share delivery) from the Company at the time of the occurrence of the Change of Control or Executive’s termination of employment, whichever is greater.

7.4      “ Cause ” means (a) conviction of any felony or any crime involving moral turpitude or dishonesty which has a material adverse effect on the Company’s business or reputation; (b) repeated unexplained or unjustified absences from the Company; (c) refusal or

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willful failure to act in accordance with any specific lawful direction or order of the Company or stated written policy of the Company which has a material adverse effect on the Company’s business or reputation; (d) a material and willful violation of any applicable law which if made public would materially injure the business or reputation of the Company as reasonably determined by the Board; (e) participation in a fraud or act of dishonesty against the Company which has a material adverse effect on the Company’s business or reputation; (f) conduct by Executive which the Board determines demonstrates gross unfitness to serve; or (g) intentional, material violation by Executive of any contract between Executive and the Company or any statutory duty of Executive to the Company that is not corrected within thirty (30) days after written notice to Executive thereof. Whether or not the actions or omissions of Executive constitute “Cause” within the meaning of this Section 7.4 shall be decided by the Board based upon a reasonable good faith investigation and determination. Disability of Executive shall not constitute “Cause.” For purposes of this Section 7.4, references to the “Company” shall also mean, in addition to the Company, any affiliate of the Company that is the employer of Executive.

7.5      “ Change of Control ” means the occurrence of any of the following events:

(a)      The sale, exchange, lease or other disposition or transfer of all or substantially all of the consolidated assets of the Company to a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) which will continue the business of the Company in the future; or

(b)      A merger or consolidation involving the Company in which the shareholders of the Company immediately prior to such merger or consolidation are not the beneficial owners (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of more than 75% of the total voting power of the outstanding voting securities of the corporation resulting from such transaction in substantially the same proportion as their ownership of the total voting power of the outstanding voting securities of the Company immediately prior to such merger or consolidation; or

(c)      The acquisition of beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 promulgated under the Exchange Act) of at least 25% of the total voting power of the outstanding voting securities of the Company by a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act); or

(d)      Individuals who, as of Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or group (as such terms are defined or described in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) other than the Board.

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7.6      “ Code ” means Internal Revenue Code of 1986, as amended .

7.7      “ Company ” means Agilent Technologies, Inc., a Delaware corporation, and any successor thereto.

7.8      “Disability” means the inability of Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

7.9      “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

7.10      “ Good Reason ” means (a) a more than $10,000 reduction of Executive’s rate of compensation as in effect immediately prior to the Effective Date or in effect immediately prior to the occurrence of a Change of Control, whichever is greater, other than reductions in Base Salary that apply broadly to employees of the Company or reductions due to varying metrics and achievement of performance goals for different periods under variable pay programs; (b) either (i) failure to provide a package of benefits which, taken as a whole, provides substantially similar benefits to those in which Executive is entitled to participate in the day prior to the occurrence of the Change of Control (except that employee contributions may be raised to the extent of any cost increases imposed by third parties) or (ii) any action by the Company which would significantly and adversely affect Executive’s participation or reduce Executive’s benefits under any of such plans in existence the day prior to the Change of Control, other than changes that apply broadly to employees of the Company; (c) change in Executive’s duties, responsibilities, authority, job title, or reporting relationships resulting in a significant diminution of position, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by the Company within thirty (30) days after notice thereof is given by Executive; (d) Executive is required to relocate to a worksite that is more than 35 miles from his prior worksite and which increases the distance between such Executive’s home and principal office by more than 35 miles, unless Executive accepts such relocation opportunity; (e) failure or refusal of a successor to the Company to assume the Company’s obligations under this Agreement, as provided in Section 8.7; or (f) material breach by the Company or any successor to the Company of any of the material provisions of this Agreement. For purposes of clause (c) of the immediately preceding sentence, Executive’s duties, responsibilities, authority, job title or reporting relationships shall not be considered to be significantly diminished (and therefore shall not constitute “Good Reason”) so long as Executive continues to perform substantially the same functional role for the Company as Executive performed immediately prior to the occurrence of the Change of Control, even if the Company becomes a subsidiary or division of another entity. For purposes of this Section 7.10, references to the “Company” shall mean the employer of Executive.

To constitute “Good Reason”, Executive must provide the Company with written notice of the existence of one or more conditions described in clauses (a) through (f) above within 45 days following Executive’s knowledge of its existence, and the Company shall have 30 days in which to correct or remedy such condition, or such event shall not constitute Good Reason.

7.11      “ Release ” has the meaning set forth in Section 4.3.

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7.12      “ Specified Qualifying Termination ” means a Termination Event as to which the applicable Change of Control is solely an event described in Section 7.5(d).

7.13      “ Target Bonus ” means that amount (expressed as a percentage of Executive’s Base Salary) equal to Executive’s “target bonus” as defined under the Company’s Performance-Based Compensation Plan for Covered Employees (or the comparable term or standard under the Company’s cash incentive plan in effect at the time of Executive’s Termination Event if the Performance-Based Compensation Plan for Covered Employees is no longer in effect at such time) as set for Executive by the Compensation Committee of the Board of Directors or other authorized body covering the twelve-month period ending at the end of the performance period during which Executive’s Termination Event occurs.

7.14      “ Termination Event ” means an involuntary termination of employment described in the second sentence of Section 2.1(a) or a voluntary termination of employment described in the second sentence of Section 2.2(a).

ARTICLE VIII.

GENERAL PROVISIONS

8.1      Notices . Any notices provided hereunder must be in writing and such notices or any other written communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by telex or facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed in the Company’s payroll records. Any payments made by the Company to Executive under the terms of this Agreement shall be delivered to Executive either in person or at such address as listed in the Company’s payroll records.

8.2      Severability . It is the intent of the parties to this Agreement that whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.3      Waiver . If either party should waive any breach of any provisions of this Agreement, that party shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.4      Complete Agreement . This Agreement, including Exhibit A, constitutes the entire agreement between Executive and the Company and it is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter and it supersedes and replaces any prior change in control severance agreement. It is entered into without reliance on any promise or representation other than those expressly contained herein.

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8.5      Counterparts . This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.6      Headings . The headings of the Articles and Sections hereof are inserted for convenience only and shall neither be deemed to constitute a part hereof nor to affect the meaning thereof.

8.7      Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not delegate any of Executive’s duties hereunder and may not assign any of Executive’s rights hereunder without the written consent of the Company, which consent shall not be withheld unreasonably. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets, whether or not such successor executes and delivers an assumption agreement referred to in the preceding sentence or becomes bound by the terms of this Agreement by operation of law or otherwise.

8.8      Attorney Fees . If either party hereto brings any action to enforce such party’s rights hereunder, the prevailing party in any such action shall be entitled to recover such party’s reasonable attorneys’ fees and costs incurred in connection with such action.

8.9      Arbitration . Subject to Section 4.2(e), in order to ensure rapid and economical resolution of any dispute which may arise under this Agreement, Executive and the Company agree that any and all disputes or controversies, arising from or regarding the interpretation, performance, enforcement or termination of this Agreement shall submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days after the date of submission to mediation, any remaining issues will be submitted to JAMS to be resolved by final and binding arbitration under the JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT, THE COMPANY AND EXECUTIVE ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

8.10      Choice of Law . All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of California.

8.11      Construction of Agreement . In the event of a conflict between the text of the Agreement and any summary, description or other information regarding the Agreement, the text of the Agreement shall control.

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IN WITNESS WHEREOF , the parties have executed this Agreement effective on the day and year written above.

	Agilent Technologies, Inc.,			EXECUTIVE
	a Delaware corporation
	By:			By:
					Signature
	Name:			Name:
	Title:			Title:

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Exhibit A

GENERAL RELEASE AND AGREEMENT

This General Release and Agreement (the “Agreement”) is made and entered into by                                                 (“Executive”). The Agreement is part of an agreement between Executive and Agilent Technologies, Inc. (“Agilent”) to terminate Executive’s employment with Agilent on terms that are satisfactory both to Agilent and to Executive. Therefore, Executive agrees as follows:

1.	Executive agrees to attend a Functional Exit Interview on                  , 20   at which time all company property and identification will be turned in and the appropriate personnel documents will be executed. Executive agrees to remove all personal effects from Executive’s current office within seven days of signing this agreement and in any event not later than                  , 20  .

2.

Executive, on behalf of Executive’s heirs, estate, executors, administrators, successors and assigns does fully release, discharge, and agree to hold harmless Agilent, its officers, agents, employees, attorneys, subsidiaries, affiliated companies, successors and assigns from all actions, causes of action, claims, judgments, obligations, damages, liabilities, costs, or expense of whatsoever kind and character which he may have, relating to, arising out of, or connected with any other matter or event occurring prior to the execution of this Agreement whether or not brought before any judicial, administrative, or other tribunal, including but not limited to :

a.

any claims relating to employment discrimination on account of race, sex, age, national origin, creed, disability, or other basis, whether or not arising under the Federal Civil Rights Acts, the Age Discrimination in Employment Act, California Fair Employment and Housing Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, any amendments to the foregoing laws, or any other federal, state, county, municipal, or other law, statute, regulation or order relating to employment discrimination;

b.	any claims relating to pay or leave of absence arising under the Fair Labor Standards Act, the Family Medical Leave Act, and any similar laws enacted in California;

c.	any claims for reemployment, salary, wages, bonuses, vacation pay, stock options, or other equity-based compensation, acquired rights, appreciation from stock options, or other equity-based compensation, benefits or other compensation of any kind; and

d.	any claims relating to, arising out of, or connected with Executive’s employment with Agilent, whether or not the same be based upon any alleged violation of public policy; compliance (or lack thereof) with any internal Agilent policy, procedure, practice or guideline; or any oral, written, express, and/or implied employment contract or agreement, or the breach of any terms thereof, including

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but not limited to, any implied covenant of good faith and fair dealing; or any federal, state, county or municipal law, statute, regulation, or order whether or not relating to labor or employment.

The foregoing release shall not apply to (i) Executive’s rights under the Change of Control Severance Agreement between Executive and the Company (the “Change of Control Agreement”); (ii) Executive’s rights under any employee benefit plan sponsored by the Company; (iii) Executive’s rights to indemnification under the Company’s bylaws or other governing instruments or under any agreement addressing such indemnification between Executive and the Company or under any merger or acquisition agreement addressing such subject matter; (iv) Executive’s rights of insurance under any liability policy covering the Company’s officers or (v) claims which Executive may not release as a matter of law, including, but not limited to, indemnification claims under applicable law.

3.

Executive represents and warrants that Executive has not assigned any claim or authorized any other person or entity to assert any claim on Executive’s behalf. Further, Executive agrees that under this Agreement Executive waives any claim for damages incurred at any time in the future because of alleged continuing effects of past wrongful conduct involving any such claims and any right to sue for injunctive relief against the alleged continuing effects of past wrongful conduct involving such claims.

4.	In entering into this Agreement, the parties have intended that this Agreement be a full and final settlement of all matters, whether or not presently disputed, that could have arisen between them.

5.	Executive understands and expressly agrees that this Agreement extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past or present and all rights under Section 1542 of the California Civil Code and/or any similar statute or law or any other jurisdiction are hereby expressly waived. Such section reads as follows:

“Section 1542. A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

6.	It is expressly agreed that the claims released pursuant to this Agreement include all claims against individual employees of Agilent and its affiliates, whether or not such employees were acting within the course and scope of their employment.

7.

Executive agrees that the terms, amount and fact of settlement shall be confidential unless Agilent needs to make any required disclosure of any agreements between Agilent and Executive. Therefore, except as may be necessary to enforce the rights contained herein in an appropriate legal proceeding or as may be necessary to receive professional services from, an attorney, accountant, or other professional adviser in order for such adviser to

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render professional services, Executive agrees not to disclose any information concerning this Agreement or the Change of Control Agreement to anyone, including, but not limited to, past, present and future employees of Agilent, until such time of the public filings.

9.	At Agilent’s request, Executive shall cooperate fully in connection with any legal matter, proceeding or action relating to Agilent.

10.

The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties hereto.

11.

It is further expressly agreed and understood that Executive has not relied upon any advice from Agilent and/or its attorneys whatsoever as to the taxability, whether pursuant to federal, state, or local income tax statutes or regulations or otherwise, of the payments made under the Change of Control Agreement and that Executive will be solely liable for all tax obligations, if any, arising from payment of the sums specified in the Change of Control Agreement and shall hold Agilent harmless from any tax obligations arising from said payment.

12.

If there is any dispute arising out of or related to this Agreement, which cannot be settled by good faith negotiation between the parties, such dispute will be submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days of submission to mediation, any remaining issues will be submitted to JAMS for final and binding arbitration pursuant to JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable. BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

13.	The following notice is provided in accordance with the provisions of Federal Law:

You have up to twenty-one days (21) days from the date this General Release and Agreement is given to you in which to accept its terms, although you may accept it any time within those twenty-one days. You are advised to consult with an attorney regarding this Agreement. You have the right to revoke your acceptance of this Agreement at any time within seven (7) days from the date you sign it, and this Agreement will not become effective and enforceable until this seven (7) day revocation period has expired. To revoke your acceptance, a written notice of revocation must be received by Agilent, addressed to Agilent Technologies, Inc., Attention: Senior Vice President and General Counsel located at 5301 Stevens Creek Boulevard, MS 1A-11, Santa Clara, CA 95051 on or before the seventh day after you sign this Agreement.

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EXECUTIVE FURTHER STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ATTORNEY OF EXECUTIVE’S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, THAT EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES, THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO EXECUTIVE TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE OR IN THAT CHANGE OF CONTROL SEVERANCE AGREEMENT BETWEEN AGILENT AND EXECUTIVE, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT VOLUNTARILY.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals on the date indicated below, and shall become effective as indicated above.

EXECUTIVE
By:
Name:
Date:

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Exhibit 10.60

KØBENHAVN . AARHUS . LONDON	CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
		KROMANN
			REUMERT

    

			LAW FIRM
			SUNDKROGSGADE 5
			DK-2100 KØBENHAVN Ø
			TEL. +45 70 12 12 11
			FAX. +45 70 12 13 11
SETTLEMENT AGREEMENT
BETWEEN	Dako Denmark A/S, Dako A/S and Agilent Technologies, Inc.
AND	Lars Holmqvist

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		CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
			KROMANN
				REUMERT

	SETTLEMENT AGREEMENT
	Dako Denmark A/S Central Business Register (CVR) no. 33 21 13 17 Produktionsvej 42 DK-2600 Glostrup ("Dako Denmark")   and Dako A/S Central Business Register (CVR) no. 30 28 18 29 Produktionsvej 42 DK-2600 Glostrup ("Dako") and Agilent Technologies, Inc. 5301 Stevens Creek Blvd Santa Clara, CA 95051 United States ("Agilent") (Dako Denmark, Dako, and Agilent collectively referred to as the "Companies")
AND	Lars Holmqvist Hammars Badväg 32 SE-42167 Västre Frölunda Sweden (the "Manager") (the Companies and the Manager collectively referred to as the "Parties" and each a “Party”)

have today concluded the following Settlement Agreement (referred to as the "Agreement").

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		CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
			KROMANN
				REUMERT

1.	BACKGROUND

1.1	On 27 February 2014, in continuation of the termination of the Manager's employment, the Manager filed a complaint against Dako Denmark and Dako with the Danish Institute of Arbitration.

1.2	The Parties have agreed that the pending arbitration proceedings must be withdrawn and that the pending dispute will instead be settled in accordance with the terms and conditions described in this Agreement.

1.3

The Manager is obliged to withdraw the arbitration proceedings immediately upon the signing of this Agreement and inform the Arbitration Tribunal that (i) the dispute has been settled against Dako and Dako Denmark’s payment of DKK [****] * to the Manager and (ii) each Party bears its own costs but that Dako and Dako Denmark will be liable for all costs payable to the Arbitration Tribunal. The Parties agree that the validity and enforceability of this Agreement is conditional upon the cancellation of the arbitration proceedings.

1.4	Besides both Parties state that nothing in this Agreement change any views brought forward under the pending dispute but the Parties have agreed to settle the matter and have a closure in accordance with this Agreement.

2.	TERMINATION OF THE EMPLOYMENT

2.1	The Manager's employment with the Companies terminated with effect from 12 December 2013. Due to the Manager's contractual notice period, the Parties have agreed that in the context of this Agreement the Manager's employment with the Companies is to be considered terminated with effect from 31 December 2014 (referred to as the "Effective Date of Termination").

2.2	The Manager has no working duty and in the event that the Manager obtains any income from a new non-competing employment/business between the date of this Agreement and the Effective Date of Termination, the Companies waive their right to set off such income against the amount payable by the Companies under this Agreement.

3.	SETTLEMENT AMOUNT

3.1	On behalf of the Companies Dako will pay to the Manager a settlement amount of DKK [****] * (gross amount).

* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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		CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
			KROMANN
				REUMERT

3.2

The settlement amount will be paid to the Manager not later than 30 days after the signing of this Agreement, provided that the Agreement is made in full and final settlement of any claim between the Parties (see clause 9), that the Manager complies with his duties of loyalty and confidentiality (see clauses 4.1 and 8), and that the Manager does not materially breach his obligations to the Companies.

4.	DUTY OF LOYALTY, RESTRICTIVE COVENANTS

4.1

Until and including the Effective Date of Termination, the Manager will be bound by his duty of loyalty, including the duty not to take up employment in, work for, participate in or set up any competing business and/or contact the Companies' customers and other business partners. In addition, the Manager will be bound by the provisions of the Danish Marketing Practices Act ( markedsføringsloven ).

4.2

The Manager will also be bound by the non-competition, non-soliciation of customers, and non-solicitation of employees covenants agreed in clause 8 of the Executive Service Agreement, including the penalty provision in clause 8.4. The Parties have agreed that the restrictive covenants will apply for a period of six months after the Effective Date of Termination, that is until and including 30 June 2015.

5.	MATERIAL BREACH

5.1	If either the Manager or the Companies materially breach their obligations under this Agreement, the other Party/Parties may terminate the Agreement and claim damages under the general rules of Danish law.

6.	LEGAL COSTS

6.1	Subject to a separate invoice issued to Dako, Dako will pay an amount of DKK 230,000, inclusive of VAT (DKK 184,000 exclusive of VAT) of the Manager's legal costs to the law firm Elmann Advokatpartnerselskab, represented by attorney Nicolai Hesgaard, for services rendered to the Manager in connection with the termination of the employment and the conclusion of this Agreement.

6.2	Upon the signing of this Agreement, the law firm Elmann Advokatpartnerselskab, represented by attorney Nicolai Hesgaard, must send the invoice as soon as possible to Kromann Reumert Lawfirm, for the attention of attorney Marianne Granhøj.

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		CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
			KROMANN
				REUMERT

6.3	The Parties have agreed that the Companies will be liable for any and all costs payable to the Arbitration Tribunal.

7.	COMPANY PROPERTY

7.1	By signing this Agreement, the Manager confirms that all material and property, etc. belonging to the Companies, which have been in the Manager's possession have been returned properly to the Companies.

8.	CONFIDENTIALITY

8.1	The Manager must keep confidential any information obtained in the course of his work for the Companies. This duty of confidentiality will apply also after the Effective Date of Termination.

8.2

The Parties also agree to keep confidential the terms of this Agreement, including all matters relating hereto. However, this provision will not prevail over any statutory or internal disclosure obligations on the part of the Companies, including Agilent's disclosure obligations laid down by the U.S. Securities and Exchange Commission. Moreover, the Manager is entitled to inform relevant persons such as executive search firms and prospective employers and business partners if questioned about any dispute following his departure from the Companies that (i) there has been a dispute with the Companies and (ii) that said dispute has been settled amicably between the Parties.

9.	FULL AND FINAL SETTLEMENT

9.1

This Agreement is made in full and final settlement of any claim which the Parties may have against each other in relation to the Manager’s employment and its termination, irrespective of whether the claim is based on statute, a contract, or any other arrangement or understanding, including, but not limited to, any claim for salary, bonus/other incentive pay, whether share-based or cash, pension contribution, benefits, severance pay, compensation for unfair dismissal/breach, other types of compensation for discrimination, etc.

10.	TAX

10.1	All amounts specified in this Agreement are gross amounts. The tax implications of this Agreement to the Manager will be of no concern to the Companies. However, the Companies must withhold tax, labour market contribution, etc. and report to the tax authorities as required by the rules in force from time to time.

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		CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
			KROMANN
				REUMERT

11.	MISCELLANEOUS AND ENTIRE AGREEMENT

11.1

The Manager must no later than on the Effective Date of Termination update his social and digital media profiles (for instance Facebook and/or LinkedIn) to show that he has left the Companies. If referring to the Companies on social or digital media, the Manager must make such reference in a loyal manner, including by not starting, responding to or otherwise engaging in or contributing to any public discussion relating to the termination of the Manager's employment with the Companies.

11.2	Both the Companies and the Manager undertake not to take any action, which is intended, or would reasonably be expected, to harm the other Party or his/their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the other Party.

11.3	Nothing contained in this Agreement shall constitute an admission of liability on the part of either Party, which liability either Party expressly denies.

11.4	This Agreement sets forth the entire agreement between the Parties hereto and fully supersedes any and all prior agreements or understandings between the Parties pertaining to any subject matter contained in this Agreement. Any amendments or modifications to this Agreement must be made in writing and signed by all Parties.

11.5	This Agreement is governed by Danish law.

12.	DISPUTES

12.1	Any dispute between the Parties relating to this Agreement must be settled by the Arbitration Tribunal already appointed by the Parties in accordance with clause 14 of the Executive Service Agreement between the Parties.

12.2	Notwithstanding clause 12.1 this Agreement may with respect to payments to be made under clauses 3 and 6 of this Agreement serve as basis of enforcement, cf. section 478, sub-section 1 (4) of the Administration of Justice Act (in Danish: retsplejeloven )

13.	SIGNATURES

13.1.1	This Agreement is signed in four original copies, one for each of the Parties.

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		CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
			KROMANN
				REUMERT

Date:     9 October 2014                    Date:     10 October 2014

For Dako Denmark A/S:

/s/ Hubertus Rolf Kuehner ____                 /s/ Lars Holmqvist ______________

Hubertus Rolf Kuehner                  Lars Holmqvist

Chairman

/s/ Frédéric Laget ________________

Frédéric Laget

Director

Date:     9 October 2014                        

For Dako A/S:

/s/ Hubertus Rolf Kuehner ____                    

Hubertus Rolf Kuehner                     

Chairman

/s/ Frédéric Laget ________________

Frédéric Laget

Director

Date:        October 2014                        

For Agilent Technologies, Inc:

/s/ Dominique Grau            

Dominique Grau

Senior Vice President, Human Resources

6

Exhibit 10.61

CONTRACT OF EMPLOYMENT - CORPORATE VICE PRESIDENT

Between    Dako Denmark A/S

Company Reg. No. 33 21 13 17

Produktionsvej 42

2600 Glostrup

Denmark

and         Jacob Thaysen

Holmbladsgade 70A, 3.tv.

DK-2300 København S.

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TABLE OF CONTENTS
1	CONDITIONS OF EMPLOYMENT	3
2	RESPONSIBILITIES	3
3	RESTRICTIONS	4
4	SALARY, ETC.	4
5	BENEFITS	5
6	SECRECY	5
7	INTELLECTUAL PROPERTY RIGHTS	5
8	NON-COMPETITION CLAUSE	6
9	TERMINATION	7
10	HOLIDAY	8
11	ILLNESS	8
12	USE OF IT-SYSTEM	8
13	BREACHES	9
14	DISPUTES	9
15	GOVERNING LAW	10
16	SIGNATURE	11

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This Contract of Employment is entered into on <date> between:

(1)	Dako Denmark A/S, (hereinafter referred to as "the Company") and

(2)	Jacob Thaysen, (hereinafter referred to as "the Employee").

The Company and the Employee hereinafter referred to collectively as the "Parties" and separately as a "Party".

Upon the signing of this Contract, all previous agreements that might have been entered into concerning the Employee's attachment to the Company, whether in writing or orally, shall lapse.

1    Conditions of Employment

1.1	The Company shall employ the Employee as Corporate Vice President, R&D effective as of 1 April 2011.

1.2	Due to the nature of the Employee's position, no maximum hours of work have been agreed upon, and the agreed remuneration includes payment for overtime or additional work.

1.3	The Employee’s place of work shall until further notice be at the Company’s business address from time to time, currently Produktionsvej 42, Glostrup, Denmark. The Employee may be required to travel on company business in Denmark as well as abroad.

2    Responsibilities

2.1	The Employee shall report to the CEO and is responsible for the daily management of the Company’s R&D department.

2.2	The Employee shall comply with the general and special instructions that may be determined by the CEO, and the Employee shall inform the CEO of all material matters that may be of importance to the Company.

2.3	The Employee shall be obliged to invest all his abilities and all his knowledge in the service of the Company and shall safeguard the Company’s interests in the best possible manner.

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3    Restrictions

3.1

The Employee may not without the consent of the CEO accept salaried or unsalaried duties with other businesses or undertake salaried positions of trust or be a personally liable shareholder/member of any business. The Employee is, however, entitled to make ordinary capital investments in listed securities provided no holding of shares in any listed company exceeds 1 per cent of such company's share capital.

3.2

The Employee is obligated to serve as a director in subsidiaries or affiliated companies, if requested by the Company. The Employee shall not receive separate payment for any future directorships; as such payment is included in the Employee’s remuneration mentioned in clauses 4. This shall apply irrespective of whether other members of the board of directors in the company in question receive payment for their tasks.

4    Salary, etc.

4.1	The Employee's annual salary shall amount to DKK 1,680,000.00 excluding pension contribution, of which 1/12, excluding tax and social contributions, shall be paid in arrear no later than on the 28 th of each month to a Danish bank account designated by the Employee.

4.2	Salary is fixed individually and is reviewed annually in April. Subject to a PM rating of 4, the Employee’s monthly base salary will be adjusted to 150,000.00 on April 1 st 2012. Any adjustment in salary is subject to the approval of the Nomination and Compensation Committee.

4.3	The Employee is covered by the Company's pension and insurance plan. The Company currently pays 10 %, and the Employee currently pays 5%, of the base salary specified in clause 4.1 under the plan each month.

4.4

The Employee may in addition to his salary, pension contributions, and any other benefits be eligible for an annual bonus of up to 50% of the base salary specified under clause 4.1. On an annual basis, the Company will lay down the exact terms and conditions for the Employee’s bonus eligibility in a separate bonus plan. Accordingly, targets may vary from one year to the next and may depend on both the Company’s and the Employee’s performance.

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5    Benefits

5.1	The Company shall pay the Employee's private fixed line phone and provide the Employee with a free mobile phone including all reasonable expenses for company and private use.

5.2	The Company shall provide free ADSL Internet connection.

5.3	The Company shall, according to agreement, make a company car at a maximum leasing price at DKK 9,500.00 per month available to the Employee and shall bear all costs in connection with the running of the car, e.g. gas, maintenance , insurance, etc. The Employee may use the company car for private purposes. The Employee may instead of a company car elect a car allowance of DKK 9,500.00 per month.

5.4	The Employee shall be covered by insurance of accident, health and travel in accordance with the company rules.

5.5	The Employee is entitled to reasonable training and development as relevant to his position and as agreed in advance with the CEO.

6    Secrecy

6.1	The Employee undertakes to keep confidential and not to disclose any information obtained about the Company during the Employee's performance of his duties for the Company, including without limitation information concerning the Company's technical know-how, customers, marketing, products, prices, and similar business secrets

The duty of confidentiality shall also apply in connection with and until 5 years after the termination of the Employee’s employment for whatever reason and the Employee is aware of the obligations for the protection of business secrets and demands for loyal conduct laid down by Sections 1 and 19 of the Danish Marketing Practises Act.

6.2    Any breach of the secrecy obligation shall constitute material breach of this Contract.

7	Intellectual Property Rights

7.1	All intellectual property rights and know-how, worldwide, including rights to inventions, patentable or not, works protected by copyright and neighbouring rights, databases, computer software, designs, trademarks or other intellectual property rights and know-how, made or created by the Employee in the employment or during the term of this Contract or subsequent

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to the termination of the employment, in substance as a result of the employment with the Company, shall exclusively belong to the Company. For the avoidance of doubt, the right to transfer intellectual property rights and make amendments to protected material shall belong to the Company. Unless otherwise provided by mandatory law, the Employee shall not receive any compensation in addition to salary and other employment benefits set forth herein, for the creation of intellectual property rights and know-how referred to in this clause 7.1.

8	Non-Competition Clause

8.1

The Employee shall for a period of twelve (12) months from the day of termination of the employment not be engaged in any business activity, whether as employee, consultant, associate, independent contractor, or any other capacity (full or part-time), that competes or conflicts with the business interests of the Company or any company owned entirely or partly by the Company, Dako Denmark A/S. (hereinafter referred to as “Group Companies”) , including employment or interest, directly or indirectly, in any business which develops and/or distributes the products and services developed/distributed by the Company or Group Companies in competition with the Company or Group Companies or in any business that competes in any other way with the Company or Group Companies. This limitation shall include any interest whatsoever by way of e.g. employment, ownership in full or in part, membership of a board, consultancy services, and the like in Denmark and abroad.

8.2	The day of termination shall mean the day when the period under notice expires and this shall apply irrespective of whether the Employee is released from his duties at an earlier date

8.3	In consideration of the non-competition clause the Employee shall receive a monthly remuneration pursuant to the Danish Salaried Employees Act equivalent to (at present) 50 % of the monthly salary at the time of resignation in the entire period after the termination of the employment in which the clause applies.

8.4	The Company may terminate the non-competition clause at one (1) month’s notice to the expiry of a calendar month.

8.5	If the Employee breaches the clause mentioned in clause 8.1, he shall in addition to general liability to pay damages also become liable to pay an agreed penalty equal to 50% of the Employee's annual income as specified in clause 4.1 calculated on the basis of the last monthly salary during his employment.

8.6	The agreed penalty shall be paid for any one breach, and payment of the penalty shall not terminate the clauses. In case of continued breaches of the clauses, the agreed penalty shall be paid monthly.

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8.7	The Company may also try to counter a breach of the clauses by means of an injunction according to the general rules of Danish law.

8.8	For a period of twelve (12) months from the day of termination, the Employee shall inform the Company in writing of the commencement of any new employment, including set-up of the Employee's own business.

9	Termination

9.1	Termination takes place in accordance with The Danish Salaried Employees Act (Funktionærloven) and must be given in writing by either party.

9.2	The Employment is valid for an indefinite period of time.

9.3	The Company may terminate the employment relationship by giving 12 months’ notice in writing, to expire at the end of a calendar month.

9.4	The Employee can terminate the Contract by giving 6 months’ notice in writing, to expire at the end of a calendar month.

9.5	The employment shall terminate automatically and without further notice at the end of the calendar month, in which the Employee reaches the age, where employments may legally expire due to age (currently 70), cf. the Danish Act on Differential Treatment.

9.6	If, during a period of 12 consecutive months, the Employee has received salary during illness for a total of 120 days, the Company may terminate the employment at one months’ notice for expiry at the end of a month.

9.7	All material, which is made available to the Employee during the employment, shall be the Company's property. Upon termination of the employment, the Employee shall return all work material to the Company and any other material belonging to the Company, which is in the possession of the Employee. The Employee shall not keep any copies of the material or any part of the material.

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9.8

In case of termination and subsequent release from his duties, the Employee shall no longer be entitled to free fixed line phone, mobile phone and Internet connection, cf. clauses 5.1 and 5.2, and company car, cf. clause 5.3 above. During the remaining part of the period under notice, the Employee shall only be entitled to receive payment corresponding to the tax value of the free fixed line phone, mobile phone, Internet connection and company car.

10	Holiday

10.1	The Employee is entitled to 5 weeks of holiday with pay per holiday year in accordance with the Danish Holiday Act as well as extra holiday (currently 5 days) in accordance with the company holiday policy.

10.2	The Employee shall determine the time of his holidays in consultation with the CEO and in consideration of the Company's interests.

11	Illness

11.1	The Employee receives salary during illness.

12	Use of IT-System

12.1

The IT-systems are to be used for the solving of Company work-related tasks. Occasional use of Company e-mail and Internet access for private correspondence and information is permitted. The IT-systems may not be used to the detriment of the Company’s image or name nor in any way that could be damaging to the confidentiality of Company data. The IT systems may not be used in any way that could inconvenience the Company’s customers, partners or employees.

12.2

Correspondence and other communication created on Company electronic communication and/or mail system is considered the property of the Company. This means that the Company has access to this information and can make use of it in the same way as any other company correspondence. Should the Employee wish to use the Company’s IT-system for private communication, he is requested to mark the communication as private under “subject”. The Company will only secure access to private correspondence as a part of routine monitoring. Please note that all electronic communication to and from the Company can be used in connection with any lawsuit involving the Company.

12.3	The downloading or forwarding of music, video files, chain letters, pornography and/or racist material is strictly forbidden, as is misuse of licensed software. Listening to Internet distributed

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radio and/or TV is also forbidden unless it is a direct necessity in connection with a work-related task for the Company.

12.4	Any breach of this provision shall be deemed a material breach of this Contract with the ensuing consequences for the Employee.

13	Breaches

13.1	If the Employee or the Company commits material breach of the relevant obligations according to this Contract, the injured party may terminate the Contract without notice or terminate it for an arbitrarily determined date. If the termination is caused by breach on the part of the Employee, he shall only be entitled to salary according to clause 4 until the day of termination.

14	Disputes

14.1	Any dispute arising between the Company and the Employee out of the employment established by Contract, which cannot be settled by the Parties by negotiation, shall be settled finally and conclusively and with binding effect by arbitration in accordance with the rules of the Danish Institute of Arbitration and the following rules:

14.1.1	Each Party is entitled to request arbitration on the occasion of a dispute.

14.1.2

The Party requesting arbitration to settle a dispute shall appoint one arbitrator and request the other Party, by registered letter, to appoint its arbitrator within 14 days. Such letter shall also include a brief indication of the question(s) which the tribunal is requested to determine. If the other Party has not appointed its arbitrator within the said period, such arbitrator shall be appointed by the President of the Maritime and Commercial Court in Copenhagen.

14.1.3	The Parties' arbitrators shall together appoint an umpire. In case of disagreement on the appointment of an umpire, the appointed arbitrators shall jointly request the President of the Maritime and Commercial Court in Copenhagen to appoint an umpire following prior deliberation with the Parties, and such umpire shall act as the chairman of the arbitration.

14.2	Such arbitration proceedings and award shall be subject to confidentially on the part of both the Company and the Employee.

14.2	The arbitration tribunal shall settle a dispute pursuant to applicable law and determine the rules of procedure in accordance with the principles of the Danish Administration of Justice Act (retsplejeloven). The Company shall defray all tribunal costs. If the arbitration tribunal finds that the Employee has breached this Contract, the tribunal shall determine the distribution of

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the costs. The arbitration tribunal shall determine when the award shall be complied with, which shall normally be not later than 14 days after the date of the award.

15	Governing Law

15.1	This Contract shall be governed by the laws of Denmark. The Danish Salaried Employees Act and the Danish Holiday Act shall apply to the Contract.

15.2	The Employee must comply with the Company Employment Policies and IT Policies, which are available on the Company’s Intranet.

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16	Signature

16.1	Two signed copies of this Contract have been made. One copy shall remain with the Company and the other copy shall be given to the Employee.

Place:		Place:
Date:		Date:
For and on behalf of:
Dako Denmark A/S:		The Employee:
/s/ Jørgen Andersen		/s/ Jacob Thaysen
Jørgen Andersen		Jacob Thaysen
CVP, HR

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Exhibit 10.62

Letter of Terms and Conditions

INTERNATIONAL LONG TERM ASSIGNMENT (ILTA)

Jacob Thaysen

30 January 2013

Dear Jacob:

This letter outlines the terms and conditions of your assignment including compensation, travel, and financial arrangements.

During your ILTA assignment you will remain an employee of Dako Denmark A/S (keeping your seniority and remaining covered by Danish employment legislation), seconded to Dako North America, Inc., but working for Agilent Technologies, Inc. as per the below terms and conditions.

During your ILTA assignment, you will be based in the United States. Your assignment is scheduled to commence on or about 1 March 2013 and is expected to last until about 28 February 2015.

Your ILTA assignment will be governed by the terms and conditions of the Agilent ILTA program guidelines. You may view full details of the ILTA policy through the Meidas system at: Meidas > Job Information > Relocate > Change Work Time > Relocation. Summaries of those guidelines as they pertain to your specific assignment are as follows:

Compensation :

Your base salary is as stated in the compensation worksheet. Your business unit appraisal process, salary review and any associated salary treatment will continue according to your business unit requirements.

The compensation worksheet will be forwarded to you separately by your designated Cartus Consultant.

Preview Trip:

Agilent will provide a preview trip to the destination location for you and if appropriate, your spouse. Agilent will cover reasonable costs for meals, lodging, travel (in accordance with the Agilent Technologies’ Global Travel policy and Guidelines) and local transportation up to 10 calendar days.

Taxes :

Your actual worldwide income and social taxes while on international assignment will be different from what they would have been had you stayed in your home country. This is because you will receive taxable assignment-related allowances and because you are subject to host country income taxes.

It is Agilent policy that the ILTA assignee pays a hypothetical home country tax. This hypothetical tax approximates the national and local income tax you would have paid as a result of income earned if you had not gone on assignment. Your hypothetical tax will be calculated based upon your home address on file with Agilent at the time you accept this assignment. This is calculated by Agilent’s tax service

Jacob Thaysen - 2335587

ILTA – Glostrup, Denmark to Santa Clara, CA USA

Page 1 of 6

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provider before the start of your assignment and reset once a year. To ensure that your hypothetical tax calculation is accurate at the start of the assignment, it is vital that you schedule a tax briefing in your home country as soon as an invitation is sent to you. Please also be sure to review your yearly updated hypothetical tax calculation to ensure that it reflects your best estimate of your financial situation for the current year. This will be sent to you electronically.

Tax equalization is a procedure whereby Agilent assumes responsibility for the administration of all home and host location taxes, while you pay a hypothetical home country tax that approximates the national and local income tax you might have paid if the assignment had not occurred. A pro rated portion of the estimated hypothetical tax amount shall be deducted from each paycheck while you are on assignment. Please note that a final settlement between you and Agilent will occur once your tax return is finalized.

Because of the complexity of worldwide taxation and the uniqueness of each case, you will be provided with the tax services of Agilent's expatriate tax service provider. These services include tax briefings in the home and host locations, annual tax return and tax equalization preparation during your international assignment, and pre-departure and repatriation consultation. When your current international assignment comes to an end, Agilent's tax provider will conduct a pre-departure and post arrival tax counseling session to review your tax obligations and ensure all obligations are met.

A condition of this assignment is that you agree to comply with all provisions of the Agilent ILTA tax program (including, but not limited to, the deduction of hypothetical income taxes from each pay check), as specified in the Agilent ILTA policy, and outlined in the pre-assignment tax consultation.

Travel :

Your assignment travel will be dictated by Agilent Technologies’ Global Travel Policy and Guidelines.

Please contact your Cartus designated Consultant for your travel needs.

Temporary Living :

Up to 30 days of temporary living accommodations are provided, including reasonable and actual expense reimbursement for lodging (room and tax) transportation, and per diem for meals, local phone calls and laundry expenses.

The temporary living period should be as short as possible and should not exceed 30 days from the date of vacating your home country residence until settling into the host country residence (and 30 days upon return). If there is a delay in receiving necessary household goods or securing housing in the host location, an extension may be granted.

You and your dependents are entitled to per diem during your temporary living period.  Specific per diem amounts for your situation will be reviewed by your Cartus Consultant.

Medical :

Jacob Thaysen - 2335587

ILTA – Glostrup, Denmark to Santa Clara, CA USA

Page 2 of 6

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Agilent strongly recommends that you and your family receive physical examinations and associated tests in preparation for your international assignment. You will be reimbursed for the cost of required procedures not covered by your medical insurance.

Home Country Housing :

You are responsible for your home country residence and all associated costs. It is expected that you will lease or rent your home country residence. If you decide to sell, selling expenses will not be reimbursed and capital gains taxes will not be equalized or protected.

If you are a renter in your home country Agilent will reimburse you for the cost of reasonable early termination fees.

Host Country Housing :

Agilent will provide for host country housing through a housing allowance or direct payment to the leaser, for company approved housing, including rent and utilities (except telephone and cable television service). You will be required to reimburse Agilent for damage inflicted on the host country housing during your stay.

Host Location Furnishings:

It is Agilent’s intent to provide host location housing that is adequately furnished. If furnishings need to be acquired to ensure that local norms are met, these may be provided directly or provided as an allowance.

In the event, you elect to not ship your personal effects, you may rent furniture through Cort Furniture (preferred provider).

Work Permits/ Residence Permits/Visas :

If applicable, Cartus will coordinate with the appropriate party in the host location to obtain the required visa and permits for you and your family. Your assignment is contingent upon the issuance of a valid work/residence permit and visa necessary to legally reside/work in the USA. You must not make any final plans regarding the timing of your physical relocation until you have obtained the necessary work/residence permit. Processing times vary greatly between countries and may be subject to circumstances outside of Agilent’ control. You and your accompanying family members will be required to abide by the terms of the work/residence permit and visa of the host location country.

Depending on the location of your assignment, immigration services will either be provided by one of Agilent’s third-party partners (e.g. Fragomen) or coordinated with the assistance of Country HR in the host country.

Shipment of Personal Effects :

Agilent will assume reasonable expenses incurred for insuring and shipping a limited amount (refer to ILTA program guidelines) of personal effects to Santa Clara, CA. Agilent will also cover any import duties and other expenses if necessary for the actual delivery of these goods. It is recommended that you review the ILTA policy for a detailed list of items for which Agilent Technologies will neither ship nor cover import duties or taxes.

Jacob Thaysen - 2335587

ILTA – Glostrup, Denmark to Santa Clara, CA USA

Page 3 of 6

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You are eligible for 4,500 lbs Surface/Sea Shipment and 500 lbs Air Shipment.

Should you choose to place any personal goods into storage in Denmark you will be responsible for any costs associated with such storage.

Relocation Allowance :

A relocation allowance is intended to assist in paying for any incidental expenses involved in establishing a residence at a new location; for example: international drivers license, special clothing due to temperature change at host, small appliances, small furnishings, home preparation for rental. The allowance will equal one twelfth of the annual base salary and will be paid Pre Departure through your home country payroll with this fully signed Terms & Conditions Letter. Please note that according to Agilent’s ILTA policy, you will be responsible for the tax liability on this income.

You are eligible for one twelfth of your annual base salary ‘GO’ Relocation Allowance upon Expatriation and one twelfth of your annual base salary ‘Return’ Relocation Allowance upon Repatriation.

Settling-In Assistance :

Agilent has engaged a destination services provider in your host country. You will be provided their assistance to become familiarized with activities such as shopping and banking in your new location.

Dwellworks will be assisting you with this service.

Home Leave:

You and your accompanying family will be entitled to one home leave trip for each full year on assignment (counted from assignment start date) to enable you to return to your home location.   It is recommended that the first leave be taken after six months into the assignment and the final leave not be taken within six months of repatriation.   

You are responsible for providing written approval to Cartus from a manager on the Travel Approver List  prior to requesting booking of home visit travel.  All airline reservations must be booked and ticketed in coach/economy class or lowest possible fare price. Exceptions regarding travel class or destination require written approval from a member of the CEO/COO Staff.

You and your accompanying family will be entitled to3 home leave trip(s) for the duration of your assignment.

Repatriation to the Home Country:

At the end of your ILTA assignment, you will return to your home country under the Agilent ILTA repatriation program guidelines in effect at that time which may include: host country departure program, en route travel to the home country and temporary living, return shipment of household goods and personal effects, and return relocation allowance.

Jacob Thaysen - 2335587

ILTA – Glostrup, Denmark to Santa Clara, CA USA

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Host Country Transportation:

Agilent will provide an allowance for the lease or purchase of a car. If a car is not feasible in your location a public transportation allowance will be provided.

You will be provided with a car allowance of $795.00 per month for the duration of the assignment

International Mobility Bonus

You are eligible to receive a Global Mobility Bonus of $40,000.00 USD; paid in 4 equal increments quarterly upon your acceptance to the terms and conditions of your transfer from the Home Country to Host Country. Please note that according to Agilent’s ILTA policy, you will be responsible for the tax liability on this income.

Educational Assistance – Nursery School

You will be reimbursed 50% of the costs of nursery school or host country equivalent for up to three years or length of assignment.

Termination :

In the event of involuntary or voluntary termination , you will provide post-employment contact information to Agilent's tax service provider so that final tax reconciliation can be completed.  Per Agilent's tax equalization policy; you are responsible for paying any tax settlements due to Agilent, if your year-end expatriate tax reconciliation shows that one is due.  If you have questions about this, please contact Agilent's tax service at us-agilentus@kpmg.com. Also, in the event of involuntary termination , return benefits will be limited to the items described in the ILTA policy.

Voluntary Termination :

In the event that you resign and accept employment with another company within twelve months of transferring to your new location, you may be required to reimburse Agilent for the relocation expenses and benefits paid to you or on your behalf by Agilent.  Any benefits or relocation expenses paid to you as a result of your relocation will be pro-rated in an amount equal to 1/12 of the total bonus and expense payment for every month less than 12 worked by you.

In the event of voluntary termination , Agilent will cease immediately to subsidize host country housing, living, and automobile costs, and to pay any other allowances, per diems, and reimbursements. Agilent will not assume the cost for return transportation to your home location or return shipment of furniture, household goods, or personal effects except where mandated by law. Further, any funds advanced to you are immediately payable to Agilent.

Holidays:

All employees transferred to another Agilent location are required to observe the local legal holiday schedule, regardless of whether or not this schedule is similar to that observed at their home location.

Jacob Thaysen - 2335587

ILTA – Glostrup, Denmark to Santa Clara, CA USA

Page 5 of 6

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Summary :

This terms and conditions letter and the provisions of Agilent Technologies policy are subject to change at any time at our sole discretion. Your assignment may be terminated or extended at Agilent’s discretion. Exceptions to the ILTA policy need to be approved by myself, the Business/Assignment Manager, and the Agilent Global Relocation Manager.

Kindly acknowledge receipt and acceptance of the above terms. Please forward a signed copy to your consultant, Jennifer Castagna, at email address Email jennifer.castagna@Cartus.com or via fax at 203-749-1126. Please contact Jennifer directly at 203-205-3079 with questions relating to your ILTA assignment.

By accepting the above terms, you also consent to the electronic transfer and use of appropriate employment data and relevant other personal and family information by Cartus and Agilent for the sole purpose of administering this relocation.

Sincerely,

	/s/ Lars Holmkvist
	Lars Holmkvist (signature)	Date
	Agilent Technologies
	APPROVAL & ACCEPTANCE
	/s/ Jacob Thaysen
	Jacob Thaysen (signature)	Date
	This signature denotes that you have read and understand the Long-Term International Assignment Policy and this Terms and Conditions Letter.

Jacob Thaysen - 2335587

ILTA – Glostrup, Denmark to Santa Clara, CA USA

Page 6 of 6

Exhibit 10.63

	Agilent Technologies, Inc. 5301 Stevens Creek Blvd. Santa Clara, California 95051

BONUS RETENTION AGREEMENT

Between

Agilent Technologies Inc.

5301 Stevens Creek Boulevard

Santa Clara, CA 95051

("Agilent")

and

Jacob Thaysen

Holmbladsgade 70 A, 3. tv.

2300 København S

(the "Employee")

Agilent and the Employee jointly referred to as the "Parties"

1. Background and purpose

In connection with the contemplated purchase of 100 % of the shares in DAKO A/S, cvr.no. 30 28 18 29 (DAKO A/S referred to as "DAKO"), Agilent has identified the Employee as a key employee who is deemed critical to the future business. Thus, the following Bonus Retention Agreement has been offered to the Employee in order to create an environment that will make it additionally attractive for the Employee to stay with Agilent/DAKO for at least 3 years after the contemplated transaction.

 

2. Conditions precedent

It is a condition precedent for this Bonus Retention Agreement that Agilent's acquisition of DAKO is completed and that Agilent or an affiliate thereof thus becomes the sole owner of DAKO. In the event that the contemplated transaction is not closed and regardless of the reasons, the Parties will have no obligations towards each other whatsoever, i.e. under this Bonus Retention Agreement which will be considered null and void.

In the event, however, that Agilent acquires DAKO, Agilent will procure that DAKO Denmark A/S (cvr.no. 33211317) in its capacity as employer will become the actual party obliged towards the Employee under this Bonus Retention Agreement. An appendix to the Employee's employment contract being issued by DAKO Denmark A/S immediately after the closing of the transaction will confirm this.

May 10, 2012 Page 1 of 6

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3. Model framework

The bonus structure under this Bonus Retention Agreement consists of an Annual Short-Term Incentive (replacing DAKO's current Annual Short-Term Incentive) and a Long-Term Incentive with a 3 year duration (FY 13, 14 and 15). All other terms and conditions of employment remain unaffected. All amounts shown are calculated based on a 5,7 exchange rate (DAKO's 2012 budget rate) and may fluctuate during the period.

4. Short-Term Incentive

Effective of November 1, 2012, DAKO's current Annual Short-Term Incentive will be replaced by Agilent's Annual Short-Term Incentive. The Target bonus defined below will be subject to separate calculations and pay-out for the years FY 13, 14 and 15, respectively.

In the period from the closing of the transaction to October 31, 2012, DAKO’s current Short-Term Incentive program continues to apply to the Employee and will be honoured accordingly.

Your Annual Payout Target for each year under the Agilent Short-Term Incentive amounts to DKK 840,000 payable by end of FY 13, 14 and 15 respectively. The below financial criteria as well as the general conditions outlined in clause 5 must be fulfilled.

The financial targets to be met are based on DAKO target revenues and operating profit for FY13, FY14 and FY15. The Target amounts stipulated in the table below are based on the current budget expectations and may be subject to change as agreed by the President of Agilent and CEO of DAKO. Yearly targets will be set at the beginning of each fiscal year by Agilent. Thus, the table below only identifies a starting point based on the current market and the principles for calculations. The Annual Payout Target at DKK 840,000, however, constitutes a fixed amount and will only be modified in the event of a salary increase subject to the applicable Agilent procedures.

	Threshold*	Target	Max*
	FY13
DAKO Revenue (M)	$336	$373	$410
DAKO Operating Profit (M)	$43	$58	$73
	FY14
DAKO Revenue (M)	$364	$404	$444
DAKO Operating Profit (M)	$51	$67	$83
	FY15
DAKO Revenue (M)	$401	$446	$491
DAKO Operating Profit (M)	$63	$81	$99
Annual Payout (DKK)	84,000	840,000	1,680,000

 

*Threshold Revenue is -10% of target and Maximum Revenue is +10% of target.

May 10, 2012 Page 2 of 6

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Payouts between the numbers represented in the table above will be calculated on a linear payout matrix and the threshold amounts for both Revenue and Operating Profit must be met in order for a payout to be made.

5. General conditions for payment - Short-Term Incentive

The above Short-Term Incentive bonus is also contingent upon the following:

 

5.1	The Employee must conduct him/herself in accordance with Agilent policies and comply with Agilent’s Standard of Business Conduct.

5.2	The Employee must continue to meet general performance expectations.

5.3	The Employee must observe confidentiality about the existence and terms of this agreement except otherwise provided by law.

5.4	In order to maintain the right to a full bonus potential against the Targets defined above, the Employee must remain in his/her position through the end of each FY (13, 14 and 15, respectively), performing his/her responsibilities as requested.

If the Employee leaves his/her position before the end of any of the relevant FY and the Employee meets all requirements as set forth in Clause 4 and 5.1 - 5.3, a prorated bonus calculation will be made based on the number of months the Employee has been employed out of the total 12 months period measured against the matrix combined with the financial performance assessment. Payment will be made at the same time as every other employee, cf. clause 8 below.

6. Long-Term Incentive

Agilent's Long-Term Incentive is composed by a 3 year performance-based retention bonus.

Your individual Target Amount of DKK 7,560,000 will be payable at the end of Agilent FY15. The below financial criteria as well as the general conditions outlined in clause 7 must be fulfilled.

May 10, 2012 Page 3 of 6

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The Target amounts stipulated in the tables below are based on the current budget expectations and may be subject to change as agreed by the President of Agilent and CEO of DAKO. Yearly targets will be set at the beginning of each fiscal year by Agilent. Thus, the tables below only identify a starting point based on the current market and the principles for calculations. The Payout Target at DKK 7,560,000, however, constitutes a fixed amount and will only be modified in the event of a salary increase subject to the applicable Agilent procedures.

◦	80% of the Long-Term Incentive will be based on a combination of DAKO’s 3-Year Cumulative Revenue and 3-Year Cumulative Operating Profit and Agilent’s Asia Synergy Revenue and Operating Profit achievement for FY13-FY15:

	Threshold*	Target	Max*
FY13-FY15 Cumulative Dako & Agilent Asia Synergy Revenue (M)	$899	$1,284	$1,669
FY13-FY15 Cumulative Dako & Agilent Asia Synergy Operating Profit (M)	$91	$245	$399
Payout (DKK)	604,800	6,048,000	12,096,000

*Threshold Revenue is -30% of target and Maximum Revenue is +30% of target.

 

Payouts between the numbers represented in the table above will be calculated on a linear payout matrix and the threshold amounts for both Revenue and Operating Profit must be met in order for a payout to be made.

◦	20% of the Long-Term Incentive will be based on DAKO’s 3-Year Cumulative Revenue Synergy of Agilent’s Genomics Sales for FY13-FY15:

	Threshold*	Target	Max*
FY13-FY15 Cumulative Agilent Genomics Revenue (M)	$84	$120	$156
Payout (DKK)	151,200	1,512,000	3,024,000

* Threshold is -30% of target and Maximum is +30% of target

Payouts between the numbers represented in the table above will be calculated on a linear payout matrix and the threshold amount for Revenue must be met in order for a payout to be made.

May 10, 2012 Page 4 of 6

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7. General conditions for payment - Long-Term Incentive

The above Long-Term Incentive bonus is also contingent upon the following:

7.1	The Employee must conduct him/herself in accordance with Agilent policies and comply with Agilent’s Standard of Business Conduct.

7.2	The Employee must continue to meet general performance expectations.

7.3	The Employee must observe confidentiality about the existence and terms of this agreement except otherwise provided by law.

7.4	In order to maintain the right to earn a full bonus against the Targets defined above, the Employee must remain in his/her position through the end of FY15, performing his/her responsibilities as requested.

If the Employee leaves his/her position before the end of FY15 and the Employee meets all requirements as set forth in Clause 6 and 7.1 - 7.3, a prorated bonus calculation will be made based on the number of months the Employee has been employed out of the total 36 months period measured against the matrix combined with the performance assessment. Payment will be made at the same time as every other employee, cf. clause 8 below.

8. Currency, pension and time of payment

All reference currency for Revenue and Operating Profit in the above listed tables are in USD per Agilent official exchange rate. All compensation will be paid in Danish Kroner.

The short-term and long-term incentive bonuses will be paid no later than 90 days after the close of the relevant FY, less taxes and applicable payroll deductions.

The bonus amounts will not be part of the pensionable salary and this Bonus Retention Agreement is an extraordinary one off scheme which does not constitute any expectations for future bonus structures after FY 15.

Agilent’s current expectation is that, at the beginning of FY16, all compensation elements (Annual base salary, Short-Term incentives, Long-Term Incentives) will be aligned with Agilent’s compensation programs in effect at that time.

May 10, 2012 Page 5 of 6

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9. Governing law

This Bonus Retention Agreement is subject to Danish law and any dispute arising out of or in connection with the Agreement must be settled in accordance with the procedure set forth in the Employment Agreement. In the absence of a binding procedure the case must be brought before a Danish court of law.

Date and place

5/16/2012 Santa Clara, CA, USA

/s/ Stephen D. Williams		/s/ Jacob Thaysen
for Agilent Technologies Inc.		Jacob Thaysen

May 10, 2012 Page 6 of 6

Exhibit 10.64

Bonus Retention Notification for the FY13 and FY13-FY15 Performance Periods

	Agilent Technologies, Inc. 5301 Stevens Creek Blvd. M/S 1A-20 Santa Clara, CA 95051-7201

To:	Thaysen, Jacob	Date:	June 6 th , 2013

As a member of DAKO's group of key employees/Agilent's leadership team, you play a key role in our ability to deliver on commitments to our customers, shareholders, and ourselves. You have been selected to participate in the Bonus Retention Plan entered into in connection with Agilent's acquisition of DAKO in May 2012, which became final by completion of the acquisition on June 21, 2012.

As stipulated in the Bonus Retention Agreement between you and Agilent (of which DAKO has now become party) the various targets based on DAKO and Agilent revenues, operating profits, sales figures etc. will be subject to change from time to time. The CEO of Agilent and the CEO of DAKO have agreed upon such changes which are effective as of October 5, 2012 and reflected in the tables below.

The following changes do not affect your Payout Targets, and all other conditions of the Bonus Retention Agreements remain intact, including the possible future notifications of changes in the targets for both the Short-Term and Long-Term incentives. Additionally, Agilent Variable Pay and Equity expenses related to DAKO employees will be removed from the actual financial results at the end of the performance periods.

FY13 Annual Bonus Retention - Short-Term Incentive
% of Target Bonus Assigned to Financial Objectives: 75%
Timeframe: March 1, 2013 - October 31st, 2013
Weighting: 67.1% of Financial Objective**
FY13 H1 Plan Numbers	Threshold*	Target	Max*
DGG GSD Revenue (M)	$129.5	$143.8	$158.2
DGG GSD Operating Profit (%)	9%	15.1%	20.1%
FY13 H2 Plan Numbers	Threshold*	Target	Max*
DGG GSD Revenue (M)	$134.3	$149.3	$164.2
DGG GSD Operating Profit (%)	9%	15.1%	20.1%

       

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Timeframe: November 1, 2012 - February 28, 2013
Weighting: 32.9% of Financial Objective**
	Threshold*	Target	Max*
DAKO Revenue (M)	$336	$373	$410
DAKO Operating Profit (M)		$50	$75

*Threshold Revenue is -10% of target and Maximum Revenue is +10% of target.

** Weighting represents the time on each plan within the period, based on job changes.

Payouts between the numbers represented in the table above will be calculated on a linear payout matrix and the threshold amounts for both Revenue and Operating Profit must be met in order for a payout to be made.

% of Target Bonus Assigned to Strategic Objectives: 25%
Timeframe: March 1, 2013 - October 31, 2013
Weighting: 67.1% of Strategic Objective **
	Threshold	Target	Max
	50% Payout	100% Payout	200% Payout
DGG GSD: Market release of HaloPlex exome	Release by end of Q3 and Achieve $500K of revenues in H1'13, $3M of revenue in H2'13	Release by end of Q2 and Achieve $800K of revenues in H1'13, $5.5M of revenue in H2'13	Release by end of Q1 and Achieve $1.2M of revenues in H1'13, $8M of revenue in H2'13
DGG GSD: Market release of fully integrated software system in H1, including design software, analysis tools for sequencing and CGH linked to genomics web site	Full Market Release by 7/31/13	Full Market Release by 5/31/13	Full Market Release by 3/31/13

        

                             

                             

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Timeframe: November 1, 2012 - February 28, 2013
Weighting: 32.9% of Strategic Objective **
	Threshold	Target	Max
	50% Payout	100% Payout	200% Payout
DGG DAKO: Launch new automated IHC and ISH stainer	1.) Full commercial launch by end of Q4 and 2.) 18 total installs WW by end of FY13	1.) Full commercial launch by end of Q3 and 2.) 24 total installs WW by end of FY13	1.) Full commercial launch by end of Q3 and 2.) 40 total installs WW by end of FY13

The Agilent CEO and the DAKO CEO will determine the results or attainment % at the end of the performance period.

** Weighting represents the time on each plan within the period, based on job changes.

FY13-FY15 Bonus Retention - Long-Term Incentive

a)	80% of the Long-Term Incentive will be based on a combination of DAKO’s 3-Year Cumulative Revenue and 3-Year Cumulative Operating Profit and Agilent’s Asia Synergy Revenue and Operating Profit achievement for FY13-FY15:

	Threshold*	Target	Max*
FY13-FY15 Cumulative Dako & Agilent Asia Synergy Revenue (M)	$1,027	$1,284	$1,541
FY13-FY15 Cumulative Dako & Agilent Asia Synergy Operating Profit (M)	$46	$220	$394

* Threshold Revenue is -20% of target and Maximum Revenue is +20% of target.

Payouts between the numbers represented in the table above will be calculated on a linear payout matrix and the threshold amounts for both Revenue and Operating Profit must be met in order for a payout to be made.

b)	20% of the Long-Term Incentive will be based on DAKO’s 3-Year Cumulative Revenue Synergy of Agilent’s Genomics Sales for FY13-FY15:

	Threshold*	Target	Max*
FY13-FY15 Cumulative Agilent Genomics Revenue (M)	$96	$120	$144

* Threshold is -20% of target and Maximum is +20% of target

Payouts between the numbers represented in the table above will be calculated on a linear payout matrix and the threshold amount for Revenue must be met in order for a payout to be made.

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If you have any questions about your performance metrics or goals please contact Jørgen Andersen.

Please send an email to Jørgen Andersen acknowledging your receipt and acceptance of these updated targets and metrics as stated in this notification.

IMPORTANT INFORMATION

This memo is designated "AGILENT PRIVATE" and should not be copied, distributed or shared with any other person. As a reminder, information you receive as a participant in the Bonus Retention Program and any further notifications on target adjustments may be considered "material insider information" which restricts your ability to trade in Agilent stock. For more information about these restrictions, consult the Standards of Business Conduct at  http://sbc.corporate.agilent.com

Unauthorized use or disclosure of Agilent financial information may be grounds for termination of employment and / or criminal prosecution.

Exhibit 12.1

Ratio of Earnings to Fixed Charges

	October 31, 2014				October 31, 2013				October 31, 2012				October 31, 2011				October 31, 2010
Earnings:
Add:
Income from continuing operations before taxes and equity income	$	646			$	859			$	1,043			$	1,032			$	692
Fixed Charges	145				137				129				113				126
Total	$	791			$	996			$	1,172			$	1,145			$	818
Fixed Charges:
Interest expense	110				105				99				84				94
Estimate of interest within rental expense	31				30				28				27				30
Amortization of capitalized expenses related to indebtedness	3				2				2				2				2
Total	144				137				129				113				126
Ratio of earnings to fixed charges	5.49				7.27				9.09				10.13				6.49

Exhibit 21.1

SIGNIFICANT SUBSIDIARIES

	Organized Under the Laws of
Dako North America, Inc.	California
Agilent Technologies World Trade, Inc.	Delaware
Keysight Technologies World Trade, Inc.*	Delaware
Dako Denmark A/S	Denmark
Agilent Technologies (Luxco) Sarl	Luxembourg
Agilent Technologies Luxembourg Holding Sarl	Luxembourg
Agilent Technologies Europe B.V.	Netherlands
Agilent Technologies Singapore (Holding) Pte. Ltd.	Singapore
Agilent Technologies Singapore (International) Pte. Ltd.	Singapore
Keysight Technologies Singapore (International) Pte. Ltd.*	Singapore
Agilent Technologies Rhone Sàrl	Switzerland

* Indicates subsidiaries distributed as part of Keysight Technologies, Inc. on November 1, 2014.

Exhibit 23.1 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

       

 We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (333-183799) and Form S-8 (333-158096, 333-157002, 333-150873, 333-116400, 333-88864, 333-47024, 333-38194, 333-38080, 333-35016, 333-91121 and 333-189051) of Agilent Technologies, Inc. of our report dated December 22, 2014 relating to the consolidated financial statements, financial statement schedule and effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP

San Jose, California

December 22, 2014

Exhibit 31.1 

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 

I, William P. Sullivan, certify that:

1.	I have reviewed this Form 10-K of Agilent Technologies, Inc.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	December 22, 2014		/s/WILLIAM P. SULLIVAN
			William P. Sullivan
			Director and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 

I, Didier Hirsch, certify that:

1.	I have reviewed this Form 10-K of Agilent Technologies, Inc.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	December 22, 2014		/s/ DIDIER HIRSCH
			Didier Hirsch
			Senior Vice President and
			Chief Financial Officer

Exhibit 32.1 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

       

 In connection with the Annual Report of Agilent Technologies, Inc. (the "Company"), on Form 10-K for the period ended October 31, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William P. Sullivan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	December 22, 2014		/s/ WILLIAM P. SULLIVAN
			William P. Sullivan
			Director and
			Chief Executive Officer

Exhibit 32.2 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

       

 In connection with the Annual Report of Agilent Technologies, Inc. (the "Company"), on Form 10-K for the period ended October 31, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Didier Hirsch, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

        A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	December 22, 2014		/s/ DIDIER HIRSCH
			Didier Hirsch
			Senior Vice President and
			Chief Financial Officer